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| '''{{gmraprov|6}}. {{gmraprov|Payment and Transfer}} '''<br> | | '''{{gmraprov|6}}. {{gmraprov|Payment and Transfer}} '''<br> |
| '''{{gmraprov|7}}. {{gmraprov|Contractual Currency}} '''<br> | | '''{{gmraprov|7}}. {{gmraprov|Contractual Currency}} '''<br> |
| | '''{{gmraprov|8}}. {{gmraprov|Substitution}}''' <br> |
| '''{{gmraprov|9}}. {{gmraprov|Representations}} '''<br> | | '''{{gmraprov|9}}. {{gmraprov|Representations}} '''<br> |
| '''{{gmraprov|10}}. {{gmraprov|Events of Default}} '''<br> | | '''{{gmraprov|10}}. {{gmraprov|Events of Default}} '''<br> |
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| '''{{gmraprov|21}}. {{gmraprov|Third Party Rights}} '''<br> | | '''{{gmraprov|21}}. {{gmraprov|Third Party Rights}} '''<br> |
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| | <big>[[2000 Global Master Repurchase Agreement|2000 VERSION TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT]]</big> |
| | Dated as of: <br> |
| | Between:<br> |
| | (“'''{{gmraprov|Party A}}'''”) and (“'''{{gmraprov|Party B}}'''”) |
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| {{GMRA 2000 1}} | | {{GMRA 2000 1}} |
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| {{GMRA 2000 20}} | | {{GMRA 2000 20}} |
| {{GMRA 2000 21}} | | {{GMRA 2000 21}} |
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| 2000 VERSION TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT
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| Dated as of Between:
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| (“'''{{gmraprov|Party A}}'''”) and (“'''{{gmraprov|Party B}}'''”)
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| '''{{gmraprov|4}}. {{gmraprov|Margin Maintenance}}'''<br>
| | {{GMRA 2000 Annex II}} |
| :(a) If at any time either party has a {{gmraprov|Net Exposure}} in respect of the other party it may by notice to the other party require the other party to make a {{gmraprov|Margin Transfer}} to it of an aggregate amount or value at least equal to that {{gmraprov|Net Exposure}}.<br>
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| :(b) A notice under sub paragraph {{gmraprov|4(a)}} above may be given orally or in writing.<br>
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| :(c) For the purposes of this {{gmraprov|Agreement}} a party has a {{gmraprov|Net Exposure}} in respect of the other party if the aggregate of all the {{gmraprov|first party}}'s {{gmraprov|Transaction Exposure}}s plus any amount payable to the {{gmraprov|first party}} under paragraph {{gmraprov|5}} but unpaid less the amount of any Net Margin provided to the {{gmraprov|first party}} exceeds the aggregate of all the other party's {{gmraprov|Transaction Exposure}}s plus any amount payable to the other party under paragraph {{gmraprov|5}} but unpaid less the amount of any Net Margin provided to the other party; and the amount of the {{gmraprov|Net Exposure}} is the amount of the excess. For this purpose any amounts not denominated in the {{gmraprov|Base Currency}} shall be converted into the {{gmraprov|Base Currency}} at the {{gmraprov|Spot Rate}} prevailing at the relevant time.<br>
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| :(d) To the extent that a party calling for a {{gmraprov|Margin Transfer}} has previously paid {{gmraprov|Cash Margin}} which has not been repaid or delivered {{gmraprov|Margin Securities}} in respect of which {{gmraprov|Equivalent Margin Securities}} have not been delivered to it, that party shall be entitled to require that such {{gmraprov|Margin Transfer}} be satisfied first by the repayment of such {{gmraprov|Cash Margin}} or the delivery of {{gmraprov|Equivalent Margin Securities}} but, subject to this, the composition of a {{gmraprov|Margin Transfer}} shall be at the option of the party making such {{gmraprov|Margin Transfer}}.<br>
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| :(e) Any {{gmraprov|Cash Margin}} transferred shall be in the {{gmraprov|Base Currency}} or such other currency as the parties may agree.<br>
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| :(f) A payment of {{gmraprov|Cash Margin}} shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this {{gmraprov|Agreement}}.<br>
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| :(g) Where {{gmraprov|Seller}} or {{gmraprov|Buyer}} becomes obliged under sub paragraph {{gmraprov|4(a)}} above to make a {{gmraprov|Margin Transfer}}, it shall transfer {{gmraprov|Cash Margin}} or {{gmraprov|Margin Securities}} or {{gmraprov|Equivalent Margin Securities}} within the minimum period specified in Annex I hereto or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery of money, {{gmraprov|Margin Securities}} or {{gmraprov|Equivalent Margin Securities}} of the relevant kind.<br>
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| :(h) The parties may agree that, with respect to any {{gmraprov|Transaction}}, the provisions of sub¬paragraphs {{gmraprov|4(a)}} to {{gmraprov|4(g)}} above shall not apply but instead that margin may be provided separately in respect of that {{gmraprov|Transaction}} in which case
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| :(i) that {{gmraprov|Transaction}} shall not be taken into account when calculating whether either party has a {{gmraprov|Net Exposure}}; <br>
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| :(ii) margin shall be provided in respect of that {{gmraprov|Transaction}} in such manner as the parties may agree; and
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| :(iii) margin provided in respect of that {{gmraprov|Transaction}} shall not be taken into account for the purposes of sub paragraphs {{gmraprov|4(a)}} to {{gmraprov|4(g)}} above.<br>
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| :(i) The parties may agree that any {{gmraprov|Net Exposure}} which may arise shall be eliminated not by {{gmraprov|Margin Transfer}}s under the preceding provisions of this paragraph but by the repricing of {{gmraprov|Transaction}}s under sub paragraph {{gmraprov|4(j)}} below, the adjustment of {{gmraprov|Transaction}}s under sub paragraph {{gmraprov|4(k)}} below or a combination of both these methods.<br>
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| :(j) Where the parties agree that a {{gmraprov|Transaction}} is to be repriced under this sub paragraph, such repricing shall be effected as follows
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| :(i) the {{gmraprov|Repurchase Date}} under the relevant {{gmraprov|Transaction}} (the “original {{gmraprov|Transaction}}”) shall be [[deemed]] to occur on the date on which the repricing is to be effected (the “Repricing Date”); <br>
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| :(ii) the parties shall be [[deemed]] to have entered into a new {{gmraprov|Transaction}} (the “Repriced {{gmraprov|Transaction}}”) on the terms set out in (iii) to (vi) below; <br>
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| :(iii) the {{gmraprov|Purchased Securities}} under the Repriced {{gmraprov|Transaction}} shall be {{gmraprov|Securities}} {{gmraprov|equivalent}} to the {{gmraprov|Purchased Securities}} under the Original {{gmraprov|Transaction}}; <br>
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| :(iv) the {{gmraprov|Purchase Date}} under the Repriced {{gmraprov|Transaction}} shall be the Repricing Date; <br>
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| :(v) the {{gmraprov|Purchase Price}} under the Repriced {{gmraprov|Transaction}} shall be such amount as shall, when multiplied by the {{gmraprov|Margin Ratio}} applicable to the Original {{gmraprov|Transaction}}, be equal to the {{gmraprov|Market Value}} of such {{gmraprov|Securities}} on the Repricing Date; <br>
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| :(vi) the {{gmraprov|Repurchase Date}}, the {{gmraprov|Pricing Rate}}, the {{gmraprov|Margin Ratio}} and, subject as aforesaid, the other terms of the Repriced {{gmraprov|Transaction}} shall be identical to those of the Original {{gmraprov|Transaction}}; <br>
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| :(vii) the obligations of the parties with respect to the delivery of the {{gmraprov|Purchased Securities}} and the payment of the {{gmraprov|Purchase Price}} under the Repriced {{gmraprov|Transaction}} shall be set off against their obligations with respect to the delivery of {{gmraprov|Equivalent Securities}} and payment of the {{gmraprov|Repurchase Price}} under the Original {{gmraprov|Transaction}} and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the period specified in sub paragraph {{gmraprov|4(g)}} above.<br>
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| :(k) The adjustment of a {{gmraprov|Transaction}} (the “Original {{gmraprov|Transaction}}”) under this sub paragraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the “Adjustment Date”) the Original {{gmraprov|Transaction}} shall be terminated and they shall enter into a new {{gmraprov|Transaction}} (the “Replacement {{gmraprov|Transaction}}”) in accordance with the following provisions
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| :(i) the Original {{gmraprov|Transaction}} shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date; <br>
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| :(ii) the {{gmraprov|Purchased Securities}} under the Replacement {{gmraprov|Transaction}} shall be such {{gmraprov|Securities}} as the parties shall agree on or before the Adjustment Date (being {{gmraprov|Securities}} the aggregate {{gmraprov|Market Value}} of which at the Adjustment Date is substantially equal to the {{gmraprov|Repurchase Price}} under the Original {{gmraprov|Transaction}} at the Adjustment Date multiplied by the {{gmraprov|Margin Ratio}} applicable to the Original {{gmraprov|Transaction}}); <br>
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| :(iii) the {{gmraprov|Purchase Date}} under the Replacement {{gmraprov|Transaction}} shall be the Adjustment Date; <br>
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| :(iv) the other terms of the Replacement {{gmraprov|Transaction}} shall be such as the parties shall agree on or before the Adjustment Date; and
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| :(v) the obligations of the parties with respect to payment and delivery of {{gmraprov|Securities}} on the Adjustment Date under the Original {{gmraprov|Transaction}} and the Replacement {{gmraprov|Transaction}} shall be settled in accordance with paragraph {{gmraprov|6}} within the minimum period specified in sub paragraph {{gmraprov|(g) above.<br>
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| '''{{gmraprov|5}}. {{gmraprov|Income Payments}}'''<br>
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| Unless otherwise agreed
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| :(i) where the {{gmraprov|Term}} of a particular {{gmraprov|Transaction}} extends over an {{gmraprov|Income Payment Date}} in respect of any {{gmraprov|Securities}} subject to that {{gmraprov|Transaction}}, {{gmraprov|Buyer}} shall on the date such {{gmraprov|Income}} is paid by the issuer transfer to or credit to the account of {{gmraprov|Seller}} an amount equal to (and in the same currency as) the amount paid by the issuer; <br>
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| :(ii) where {{gmraprov|Margin Securities}} are transferred from one party (“the {{gmraprov|first party}}”) to the other party (“the second party”) and an {{gmraprov|Income Payment Date}} in respect of such {{gmraprov|Securities}} occurs before {{gmraprov|Equivalent Margin Securities}} are transferred by the second party to the {{gmraprov|first party}}, the second party shall on the date such {{gmraprov|Income}} is paid by the issuer transfer to or credit to the account of the {{gmraprov|first party}} an amount equal to (and in the same currency as) the amount paid by the issuer; <br>
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| and for the avoidance of doubt references in this paragraph to the amount of any {{gmraprov|Income}} paid by the issuer of any {{gmraprov|Securities}} shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such {{gmraprov|Income}} made in certain circumstances may be subject to such a withholding or deduction.<br>
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| '''{{gmraprov|6}}. {{gmraprov|Payment and Transfer}}'''<br>
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| :(a) Unless otherwise agreed, all money paid hereunder shall be in immediately available freely convertible funds of the relevant currency. All {{gmraprov|Securities}} to be transferred hereunder (i) shall be in suitable form for transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer) and such other documentation as the transferee may reasonably request, or (ii) shall be transferred through the book entry system of {{gmraprov|Euroclear}} or {{gmraprov|Clearstream}}, or (iii) shall be transferred through any other agreed {{gmraprov|Securities}} clearance system or (iv) shall be transferred by any other method mutually acceptable to {{gmraprov|Seller}} and {{gmraprov|Buyer}}.<br>
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| :(b) Unless otherwise agreed, all money payable by one party to the other in respect of any {{gmraprov|Transaction}} shall be paid free and clear of, and without withholding or deduction for, any taxes or duties of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such taxes or duties is required by law. In that event, unless otherwise agreed, the paying party shall pay such additional amounts as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction) being equal to such amounts as would have been received by it had no such taxes or duties been required to be withheld or deducted.<br>
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| :(c) Unless otherwise agreed in writing between the parties, under each {{gmraprov|Transaction}} transfer of {{gmraprov|Purchased Securities}} by {{gmraprov|Seller}} and payment of {{gmraprov|Purchase Price}} by {{gmraprov|Buyer}} against the transfer of such {{gmraprov|Purchased Securities}} shall be made simultaneously and transfer of {{gmraprov|Equivalent Securities}} by {{gmraprov|Buyer}} and payment of {{gmraprov|Repurchase Price}} payable by {{gmraprov|Seller}} against the transfer of such {{gmraprov|Equivalent Securities}} shall be made simultaneously.<br>
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| :(d) Subject to and without prejudice to the provisions of sub paragraph {{gmraprov|6(c)}}, either party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of {{gmraprov|Securities}} and money waive in relation to any {{gmraprov|Transaction}} its rights under this {{gmraprov|Agreement}} to receive simultaneous transfer [[and/or]] payment provided that transfer [[and/or]] payment shall, notwithstanding such waiver, be made on the same day and provided also that no such waiver in respect of one {{gmraprov|Transaction}} shall affect or bind it in respect of any other {{gmraprov|Transaction}}.<br>
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| :(e) The parties shall execute and deliver all necessary documents and take all necessary steps to procure that all right, title and interest in any {{gmraprov|Purchased Securities}}, any {{gmraprov|Equivalent Securities}}, any {{gmraprov|Margin Securities}} and any {{gmraprov|Equivalent Margin Securities}} shall pass to the party to which transfer is being made upon transfer of the same in accordance with this {{gmraprov|Agreement}}, free from all liens, claims, charges and encumbrances.<br>
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| :(f) Notwithstanding the use of expressions such as “'''{{gmraprov|Repurchase Date}}'''”, “'''{{gmraprov|Repurchase Price}}'''”, “margin”, “Net Margin”, “'''{{gmraprov|Margin Ratio}}'''” and “substitution”, which are used to reflect terminology used in the market for {{gmraprov|Transaction}}s of the kind provided for in this {{gmraprov|Agreement}}, all right, title and interest in and to {{gmraprov|Securities}} and money transferred or paid under this {{gmraprov|Agreement}} shall pass to the transferee upon transfer or payment, the obligation of the party receiving {{gmraprov|Purchased Securities}} or {{gmraprov|Margin Securities}} being an obligation to transfer {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}.<br>
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| :(g) Time shall be of the essence in this {{gmraprov|Agreement}}.<br>
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| :(h) Subject to paragraph {{gmraprov|10}}, all amounts in the same currency payable by each party to the other under any {{gmraprov|Transaction}} or otherwise under this {{gmraprov|Agreement}} on the same date shall be combined in a single calculation of a net sum payable by one party to the other and the obligation to pay that sum shall be the only obligation of either party in respect of those amounts.<br>
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| :(i) Subject to paragraph {{gmraprov|10}}, all {{gmraprov|Securities}} of the same issue, denomination, currency and series, transferable by each party to the other under any {{gmraprov|Transaction}} or hereunder on the same date shall be combined in a single calculation of a net quantity of {{gmraprov|Securities}} transferable by one party to the other and the obligation to transfer the net quantity of {{gmraprov|Securities}} shall be the only obligation of either party in respect of the {{gmraprov|Securities}} so transferable and receivable.<br>
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| :(j) If the parties have specified in Annex I hereto that this paragraph 6(j)}} shall apply, each obligation of a party under this {{gmraprov|Agreement}} (other than an obligation arising under paragraph {{gmraprov|10}}) is subject to the condition precedent that none of those events specified in paragraph {{gmraprov|10(a)}} which are identified in Annex I hereto for the purposes of this paragraph 6(j)}} (being events which, upon the serving of a {{gmraprov|Default Notice}}, would be an {{gmraprov|Event of Default}} with respect to the other party) shall have occurred and be continuing with respect to the other party.<br>
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| '''{{gmraprov|7}}. {{gmraprov|Contractual Currency}}'''<br>
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| :(a) All the payments made in respect of the {{gmraprov|Purchase Price}} or the {{gmraprov|Repurchase Price}} of any {{gmraprov|Transaction}} shall be made in the currency of the {{gmraprov|Purchase Price}} (the “'''{{gmraprov|Contractual Currency}}'''”) save as provided in paragraph {{gmraprov|10(c)(ii)}}. Notwithstanding the foregoing, the payee of any money may, at its option, accept tender thereof in any other currency, provided, however, that, to the extent permitted by applicable law, the obligation of the payer to pay such money will be discharged only to the extent of the amount of the {{gmraprov|Contractual Currency}} that such payee may, consistent with normal banking procedures, purchase with such other currency (after deduction of any premium and costs of exchange) for delivery within the customary delivery period for spot {{gmraprov|Transaction}}s in respect of the relevant currency.<br>
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| :(b) If for any reason the amount in the {{gmraprov|Contractual Currency}} received by a party, including amounts received after conversion of any recovery under any judgment or order expressed in a currency other than the {{gmraprov|Contractual Currency}}, falls short of the amount in the {{gmraprov|Contractual Currency}} due and payable, the party required to make the payment will, as a separate and independent obligation, to the extent permitted by applicable law, immediately transfer such additional amount in the {{gmraprov|Contractual Currency}} as may be necessary to compensate for the shortfall.<br>
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| :(c) If for any reason the amount in the {{gmraprov|Contractual Currency}} received by a party exceeds the amount of the {{gmraprov|Contractual Currency}} due and payable, the party receiving the transfer will refund promptly the amount of such excess.<br>
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| '''{{gmraprov|8}}. {{gmraprov|Substitution}}'''<br>
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| :(a) A {{gmraprov|Transaction}} may at any time between the {{gmraprov|Purchase Date}} and {{gmraprov|Repurchase Date}}, if {{gmraprov|Seller}} so requests and {{gmraprov|Buyer}} so agrees, be varied by the transfer by {{gmraprov|Buyer}} to {{gmraprov|Seller}} of {{gmraprov|Securities}} {{gmraprov|equivalent}} to the {{gmraprov|Purchased Securities}}, or to such of the {{gmraprov|Purchased Securities}} as shall be agreed, in exchange for the transfer by {{gmraprov|Seller}} to {{gmraprov|Buyer}} of other {{gmraprov|Securities}} of such amount and description as shall be agreed (“'''{{gmraprov|New Purchased Securities}}'''”) (being {{gmraprov|Securities}} having a {{gmraprov|Market Value}} at the date of the variation at least equal to the {{gmraprov|Market Value}} of the {{gmraprov|Equivalent Securities}} transferred to {{gmraprov|Seller}}).<br>
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| :(b) Any variation under sub paragraph {{gmraprov|8(a)}} above shall be effected, subject to paragraph {{gmraprov|6(d), by the simultaneous transfer of the {{gmraprov|Equivalent Securities}} and {{gmraprov|New Purchased Securities}} concerned.<br>
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| :(c) A {{gmraprov|Transaction}} which is varied under sub paragraph {{gmraprov|8(a)}} above shall thereafter continue in effect as though the {{gmraprov|Purchased Securities}} under that {{gmraprov|Transaction}} consisted of or included the {{gmraprov|New Purchased Securities}} instead of the {{gmraprov|Securities}} in respect of which {{gmraprov|Equivalent Securities}} have been transferred to {{gmraprov|Seller}}.<br>
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| :(d) Where either party has transferred {{gmraprov|Margin Securities}} to the other party it may at any time before {{gmraprov|Equivalent Margin Securities}} are transferred to it under paragraph {{gmraprov|4}} request the other party to transfer {{gmraprov|Equivalent Margin Securities}} to it in exchange for the transfer to the other party of new {{gmraprov|Margin Securities}} having a {{gmraprov|Market Value}} at the time of transfer at least equal to that of such {{gmraprov|Equivalent Margin Securities}}. If the other {{gmraprov|Party A}}grees to the request, the exchange shall be effected, subject to paragraph {{gmraprov|6(d)}}, by the simultaneous transfer of the {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.<br>
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| '''{{gmraprov|9}}. {{gmraprov|Representations}}'''<br>
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| Each party represents and warrants to the other that
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| :(a) it is duly authorised to execute and deliver this {{gmraprov|Agreement}}, to enter into the {{gmraprov|Transaction}}s contemplated hereunder and to perform its obligations hereunder and thereunder and has taken all necessary action to authorise such execution, delivery and performance; <br>
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| :(b) it will engage in this {{gmraprov|Agreement}} and the {{gmraprov|Transaction}}s contemplated hereunder (other than {{gmraprov|Agency Transaction}}s) as principal; <br>
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| :(c) the person signing this {{gmraprov|Agreement}} on its behalf is, and any person representing it in entering into a {{gmraprov|Transaction}} will be, duly authorised to do so on its behalf; <br>
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| :(d) it has obtained all authorisations of any governmental or regulatory body required in connection with this {{gmraprov|Agreement}} and the {{gmraprov|Transaction}}s contemplated hereunder and such authorisations are in full force and effect; <br>
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| :(e) the execution, delivery and performance of this {{gmraprov|Agreement}} and the {{gmraprov|Transaction}}s contemplated hereunder will not violate any law, ordinance, charter, by law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected; <br>
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| :(f) it has satisfied itself and will continue to satisfy itself as to the tax implications of the {{gmraprov|Transaction}}s contemplated hereunder; <br>
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| :(g) in connection with this {{gmraprov|Agreement}} and each {{gmraprov|Transaction}}
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| :(i) unless there is a written agreement with the other party to the contrary, it is not relying on any advice (whether written or oral) of the other party, other than the representations expressly set out in this {{gmraprov|Agreement}}; <br>
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| :(ii) it has made and will make its own decisions regarding the entering into of any {{gmraprov|Transaction}} based upon its own judgment and upon advice from such professional advisers as it has [[deemed]] it necessary to consult; <br>
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| :(iii) it understands the terms, conditions and risks of each {{gmraprov|Transaction}} and is willing to assume (financially and otherwise) those risks; and
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| :(h) at the time of transfer to the other party of any {{gmraprov|Securities}} it will have the full and unqualified right to make such transfer and that upon such transfer of {{gmraprov|Securities}} the other party will receive all right, title and interest in and to those {{gmraprov|Securities}} free of any lien, claim, charge or encumbrance.<br>
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| On the date on which any {{gmraprov|Transaction}} is entered into pursuant hereto, and on each day on which {{gmraprov|Securities}}, {{gmraprov|Equivalent Securities}}, {{gmraprov|Margin Securities}} or {{gmraprov|Equivalent Margin Securities}} are to be transferred under any {{gmraprov|Transaction}}, {{gmraprov|Buyer}} and {{gmraprov|Seller}} shall each be [[deemed]] to repeat all the foregoing representations. For the avoidance of doubt and notwithstanding any arrangements which {{gmraprov|Seller}} or {{gmraprov|Buyer}} may have with any third party, each party will be liable as a principal for its obligations under this {{gmraprov|Agreement}} and each {{gmraprov|Transaction}}.<br>
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| '''{{gmraprov|10}}. {{gmraprov|Events of Default}}'''<br>
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| :(a) If any of the following events (each an “'''{{gmraprov|Event of Default}}'''”) occurs in relation to either party (the “Defaulting Party”, the other {{gmraprov|Party B}}eing the “non {{gmraprov|Defaulting Party}}'''”) whether acting as {{gmraprov|Seller}} or {{gmraprov|Buyer}}
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| :(i) {{gmraprov|Buyer}} fails to pay the {{gmraprov|Purchase Price}} upon the applicable {{gmraprov|Purchase Date}} or {{gmraprov|Seller}} fails to pay the {{gmraprov|Repurchase Price}} upon the applicable {{gmraprov|Repurchase Date}}, and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(ii) if the parties have specified in Annex I hereto that this sub-paragraph shall apply, {{gmraprov|Seller}} fails to deliver {{gmraprov|Purchased Securities}} on the {{gmraprov|Purchase Date}} or {{gmraprov|Buyer}} fails to deliver Equivalent {{gmraprov|Securities}} on the {{gmraprov|Repurchase Date}}, and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(iii) {{gmraprov|Seller}} or {{gmraprov|Buyer}} fails to pay when due any sum payable under sub paragraph {{gmraprov|10(g)}} or {{gmraprov|10(h)}} below, and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(iv) {{gmraprov|Seller}} or {{gmraprov|Buyer}} fails to comply with paragraph {{gmraprov|4}} and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(v) {{gmraprov|Seller}} or {{gmraprov|Buyer}} fails to comply with paragraph {{gmraprov|5}} and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(vi) an {{gmraprov|Act of Insolvency}} occurs with respect to {{gmraprov|Seller}} or {{gmraprov|Buyer}} and (except in the case of an {{gmraprov|Act of Insolvency}} which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a liquidator or analogous officer of the {{gmraprov|Defaulting Party}} in which case no such notice shall be required) the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(vii) any representations made by {{gmraprov|Seller}} or {{gmraprov|Buyer}} are incorrect or untrue in any material respect when made or repeated or [[deemed]] to have been made or repeated, and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(viii) {{gmraprov|Seller}} or {{gmraprov|Buyer}} admits to the other that it is unable to, or intends not to, perform any of its obligations hereunder [[and/or]] in respect of any {{gmraprov|Transaction}} and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(ix) {{gmraprov|Seller}} or {{gmraprov|Buyer}} is suspended or expelled from membership of or participation in any {{gmraprov|Securities}} exchange or association or other self regulating organisation, or suspended from dealing in {{gmraprov|Securities}} by any government agency, or any of the assets of either {{gmraprov|Seller}} or {{gmraprov|Buyer}} or the assets of investors held by, or to the order of, {{gmraprov|Seller}} or {{gmraprov|Buyer}} are transferred or ordered to be transferred to a trustee by a regulatory authority pursuant to any {{gmraprov|Securities}} regulating legislation and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; or
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| :(x) {{gmraprov|Seller}} or {{gmraprov|Buyer}} fails to perform any other of its obligations hereunder and does not remedy such failure within 30 days after notice is given by the {{gmraprov|non-Defaulting Party}} requiring it to do so, and the {{gmraprov|non-Defaulting Party}} serves a {{gmraprov|Default Notice}} on the {{gmraprov|Defaulting Party}}; then sub paragraphs (b) to (f) below shall apply.<br>
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| :(b) The {{gmraprov|Repurchase Date}} for each {{gmraprov|Transaction}} hereunder shall be [[deemed]] immediately to occur and, subject to the following provisions, all {{gmraprov|Cash Margin}} (including interest accrued) shall be immediately repayable and {{gmraprov|Equivalent Margin Securities}} shall be immediately deliverable (and so that, where this sub paragraph applies, performance of the respective obligations of the parties with respect to the delivery of {{gmraprov|Securities}}, the payment of the {{gmraprov|Repurchase Price}}s for any {{gmraprov|Equivalent Securities}} and the repayment of any {{gmraprov|Cash Margin}} shall be effected only in accordance with the provisions of sub paragraph {{gmraprov|10(c)}} below).<br>
| |
| :(i) The {{gmraprov|Default Market Value}}s of the {{gmraprov|Equivalent Securities}} and any {{gmraprov|Equivalent Margin Securities}} to be transferred, the amount of any {{gmraprov|Cash Margin}} (including the amount of interest accrued) to be transferred and the {{gmraprov|Repurchase Price}}s to be paid by each party shall be established by the {{gmraprov|non-Defaulting Party}} for all {{gmraprov|Transaction}}s as at the {{gmraprov|Repurchase Date}}; and
| |
| :(ii) on the basis of the sums so established, an account shall be taken (as at the {{gmraprov|Repurchase Date}}) of what is due from each party to the other under this {{gmraprov|Agreement}} (on the basis that each party's claim against the other in respect of the transfer to it of {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} under this {{gmraprov|Agreement}} equals the {{gmraprov|Default Market Value}} therefor) and the sums due from one party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be due and payable on the next following {{gmraprov|Business Day}}. For the purposes of this calculation, all sums not denominated in the {{gmraprov|Base Currency}} shall be converted into the {{gmraprov|Base Currency}} on the relevant date at the {{gmraprov|Spot Rate}} prevailing at the relevant time.<br>
| |
| :(d) For the purposes of this {{gmraprov|Agreement}}, the “'''{{gmraprov|Default Market Value}}'''” of any {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} shall be determined in accordance with sub paragraph {{gmraprov|(e) below, and for this purpose
| |
| :(i) the “'''{{gmraprov|Appropriate Market}}'''” means, in relation to {{gmraprov|Securities}} of any description, the market which is the most {{gmraprov|Appropriate Market}} for {{gmraprov|Securities}} of that description, as determined by the non {{gmraprov|Defaulting Party}}; <br>
| |
| :(ii) the “'''{{gmraprov|Default Valuation Time}}'''” means, in relation to an {{gmraprov|Event of Default}}, the close of business in the {{gmraprov|Appropriate Market}} on the fifth dealing day after the day on which that {{gmraprov|Event of Default}} occurs or, where that {{gmraprov|Event of Default}} is the occurrence of an {{gmraprov|Act of Insolvency}} in respect of which under paragraph {{gmraprov|10(a)}} no notice is required from the {{gmraprov|non-Defaulting Party}} in order for such event to constitute an {{gmraprov|Event of Default}}, the close of business on the fifth dealing day after the day on which the {{gmraprov|non-Defaulting Party}} first became aware of the occurrence of such {{gmraprov|Event of Default}}; <br>
| |
| :(iii) “'''{{gmraprov|Deliverable Securities}}'''” means {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} to be delivered by the {{gmraprov|Defaulting Party}}; <br>
| |
| :(iv) “'''{{gmraprov|Net Value}}'''” means at any time, in relation to any {{gmraprov|Deliverable Securities}} or {{gmraprov|Receivable Securities}}, the amount which, in the reasonable opinion of the non {{gmraprov|Defaulting Party}}, represents their fair market value, having regard to such pricing sources and methods (which may include, [[without limitation]], available prices for {{gmraprov|Securities}} with similar maturities, terms and credit characteristics as the relevant {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}) as the {{gmraprov|non-Defaulting Party}} considers appropriate, less, in the case of {{gmraprov|Receivable Securities}}, or plus, on the case of {{gmraprov|Deliverable Securities}}, all {{gmraprov|Transaction Costs}} which would be incurred in connection with the purchase or sale of such {{gmraprov|Securities}}; <br>
| |
| :(v) “'''{{gmraprov|Receivable Securities}}'''” means {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} to be delivered to the {{gmraprov|Defaulting Party}}; and
| |
| :(vi) “'''{{gmraprov|Transaction Costs}}'''” in relation to any {{gmraprov|Transaction}} contemplated in paragraph {{gmraprov|10(d)}} or {{gmraprov|10(e)}} means the reasonable costs, commission, fees and expenses (including any mark up or mark down) that would be incurred in connection with the purchase of {{gmraprov|Deliverable Securities}} or sale of {{gmraprov|Receivable Securities}}, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the {{gmraprov|Transaction}}; <br>
| |
| :(e) (i) If between the occurrence of the relevant {{gmraprov|Event of Default}} and the {{gmraprov|Default Valuation Time}} the {{gmraprov|non-Defaulting Party}} gives to the {{gmraprov|Defaulting Party}} a written notice (a “'''{{gmraprov|Default Valuation Notice}}'''”) which
| |
| :(A) states that, since the occurrence of the relevant {{gmraprov|Event of Default}}, the {{gmraprov|non-Defaulting Party}} has sold, in the case of {{gmraprov|Receivable Securities}}, or purchased, in the case of {{gmraprov|Deliverable Securities}}, {{gmraprov|Securities}} which form part of the same issue and are of an identical type and description as those {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}, and that the {{gmraprov|non-Defaulting Party}} elects to treat as the {{gmraprov|Default Market Value}}
| |
| :(aa) in the case of {{gmraprov|Receivable Securities}}, the net proceeds of such sale after deducting all reasonable costs, fees and expenses incurred in connection therewith (provided that, where the {{gmraprov|Securities}} sold are not identical in amount to the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}, the {{gmraprov|non-Defaulting Party}} may either (x) elect to treat such net proceeds of sale divided by the amount of {{gmraprov|Securities}} sold and multiplied by the amount of the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} as the {{gmraprov|Default Market Value}} or (y) elect to treat such net proceeds of sale of the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} actually sold as the {{gmraprov|Default Market Value}} of that proportion of the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}, and, in the case of (y), the {{gmraprov|Default Market Value}} of the balance of the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} shall be determined separately in accordance with the provisions of this paragraph 10(e)}} and accordingly may be the subject of a separate notice (or notices) under this paragraph 10(e)(i)}}; or
| |
| :(bb) in the case of {{gmraprov|Deliverable Securities}}, the aggregate cost of such purchase, including all reasonable costs, fees and expenses incurred in connection therewith (provided that, where the {{gmraprov|Securities}} purchased are not identical in amount to the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}, the {{gmraprov|non-Defaulting Party}} may either (x) elect to treat such aggregate cost divided by the amount of {{gmraprov|Securities}} sold and multiplied by the amount of the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} as the {{gmraprov|Default Market Value}} or (y) elect to treat the aggregate cost of purchasing the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} actually purchased as the {{gmraprov|Default Market Value}} of that proportion of the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}, and, in the case of (y), the {{gmraprov|Default Market Value}} of the balance of the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} shall be determined separately in accordance with the provisions of this paragraph 10(e)}} and accordingly may be the subject of a separate notice (or notices) under this paragraph 10(e)(i)}}'''<br>
| |
| :(B) states - that the {{gmraprov|non-Defaulting Party}} has received, in the case of {{gmraprov|Deliverable Securities}}, offer quotations or, in the case of ReceivableSecurities, bid quotations in respect of {{gmraprov|Securities}} of the relevant description from two or more market makers or regular dealers in the {{gmraprov|Appropriate Market}} in a commercially reasonable size (as determined by the non {{gmraprov|Defaulting Party}}) and specifies –
| |
| :(aa) the price or prices quoted by each of them for, in the case of {{gmraprov|Deliverable Securities}}, the sale by the relevant market marker or dealer of such {{gmraprov|Securities}} or, in the case of {{gmraprov|Receivable Securities}}, the purchase by the relevant market maker or dealer of such {{gmraprov|Securities}}; <br>
| |
| :(bb) the {{gmraprov|Transaction Costs}} which would be incurred in connection with such a {{gmraprov|Transaction}}; and
| |
| :(cc) that the {{gmraprov|non-Defaulting Party}} elects to treat the price so quoted (or, where more than one price is so quoted, the arithmetic mean of the prices so quoted), after deducting, in the case of {{gmraprov|Receivable Securities}}, or adding, in the case of {{gmraprov|Deliverable Securities}}, such {{gmraprov|Transaction Costs}}, as the {{gmraprov|Default Market Value}} of the relevant {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}; <br>
| |
| (C) states
| |
| :(aa) that either (x) acting in good faith, the {{gmraprov|non-Defaulting Party}} has endeavoured but been unable to sell or purchase {{gmraprov|Securities}} in accordance with sub paragraph {{gmraprov|10(e)(i)(A)}} above or to obtain quotations in accordance with sub paragraph {{gmraprov|10(e)(i)(B)}} above (or both) or (y) the {{gmraprov|non-Defaulting Party}} has determined that it would not be commercially reasonable to obtain such quotations, or that it would ' not be commercially reasonable to use any quotations which it has obtained under sub paragraph {{gmraprov|10(e)(i)(B) above; and
| |
| :(bb) that the {{gmraprov|non-Defaulting Party}} has determined the {{gmraprov|Net Value}} of the relevant {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} (which shall be specified) and that the {{gmraprov|non-Defaulting Party}} elects to treat such {{gmraprov|Net Value}} as the {{gmraprov|Default Market Value}} of the relevant {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}, then the {{gmraprov|Default Market Value}} of the relevant {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} shall be an amount equal to the {{gmraprov|Default Market Value}} specified in accordance with (A), (B)(cc) or, as the case may be, (C)(bb) above.<br>
| |
| :(ii) If by the {{gmraprov|Default Valuation Time}} the {{gmraprov|non-Defaulting Party}} has not given a {{gmraprov|Default Valuation Notice}}, the {{gmraprov|Default Market Value}} of the relevant {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} shall be an amount equal to their {{gmraprov|Net Value}} at the {{gmraprov|Default Valuation Time}}; provided that, if at the {{gmraprov|Default Valuation Time}} the {{gmraprov|non-Defaulting Party}} reasonably determines that, owing to circumstances affecting the market in the {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} in question, it is not possible for the {{gmraprov|non-Defaulting Party}} to determine a {{gmraprov|Net Value}} of such {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} which is commercially reasonable, the {{gmraprov|Default Market Value}} of such {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}} shall be an amount equal to their {{gmraprov|Net Value}} as determined by the {{gmraprov|non-Defaulting Party}} as soon as reasonably practicable after the {{gmraprov|Default Valuation Time}}.<br>
| |
| :(f) The {{gmraprov|Defaulting Party}} shall be liable to the {{gmraprov|non-Defaulting Party}} for the amount of all reasonable legal and other professional expenses incurred by the {{gmraprov|non-Defaulting Party}} in connection with or as a consequence of an {{gmraprov|Event of Default}}, together with interest thereon at {{gmraprov|LIBOR}} or, in the case of an expense attributable to a particular {{gmraprov|Transaction}}, the {{gmraprov|Pricing Rate}} for the relevant {{gmraprov|Transaction}} if that {{gmraprov|Pricing Rate}} is greater than {{gmraprov|LIBOR}}.<br>
| |
| :(g) If {{gmraprov|Seller}} fails to deliver {{gmraprov|Purchased Securities}} to {{gmraprov|Buyer}} on the applicable {{gmraprov|Purchase Date}} {{gmraprov|Buyer}} may
| |
| :(i) if it has paid the {{gmraprov|Purchase Price}} to {{gmraprov|Seller}}, require {{gmraprov|Seller}} immediately to repay the sum so paid; <br>
| |
| :(ii) if {{gmraprov|Buyer}} has a {{gmraprov|Transaction Exposure}} to {{gmraprov|Seller}} in respect of the relevant {{gmraprov|Transaction}}, require {{gmraprov|Seller}} from time to time to pay {{gmraprov|Cash Margin}} at least equal to such {{gmraprov|Transaction Exposure}}; <br>
| |
| :(iii) at any time while such failure continues, terminate the {{gmraprov|Transaction}} by giving written notice to {{gmraprov|Seller}}. On such termination the obligations of {{gmraprov|Seller}} and {{gmraprov|Buyer}} with respect to delivery of {{gmraprov|Purchased Securities}} and {{gmraprov|Equivalent Securities}} shall terminate and {{gmraprov|Seller}} shall pay to {{gmraprov|Buyer}} an amount equal to the excess of the {{gmraprov|Repurchase Price}} at the date of {{gmraprov|Termination}} over the {{gmraprov|Purchase Price}}.<br>
| |
| :(h) If {{gmraprov|Buyer}} fails to deliver {{gmraprov|Equivalent Securities}} to {{gmraprov|Seller}} on the applicable {{gmraprov|Repurchase Date}} {{gmraprov|Seller}} may
| |
| :(i) if it has paid the {{gmraprov|Repurchase Price}} to {{gmraprov|Buyer}}, require {{gmraprov|Buyer}} immediately to repay the sum so paid; <br>
| |
| :(ii) if {{gmraprov|Seller}} has a {{gmraprov|Transaction Exposure}} to {{gmraprov|Buyer}} in respect of the relevant {{gmraprov|Transaction}}, require {{gmraprov|Buyer}} from time to time to pay {{gmraprov|Cash Margin}} at least equal to such {{gmraprov|Transaction Exposure}}; <br>
| |
| :(iii) at any time while such failure continues, by written notice to {{gmraprov|Buyer}} declare that that {{gmraprov|Transaction}} (but only that {{gmraprov|Transaction}}) shall be terminated immediately in accordance with sub paragraph {{gmraprov|10(c)}} above (disregarding for this purpose references in that sub paragraph {{gmraprov|to transfer of {{gmraprov|Cash Margin}} and delivery of {{gmraprov|Equivalent Margin Securities}} and as if references to the {{gmraprov|Repurchase Date}} were to the date on which notice was given under this sub¬paragraph).<br>
| |
| :(i) The provisions of this {{gmraprov|Agreement}} constitute a complete statement of the remedies available to each party in respect of any {{gmraprov|Event of Default}}.<br>
| |
| :(j) Subject to paragraph {{gmraprov|10(k)}}, neither party may claim any sum by way of consequential loss or damage in the event of a failure by the other party to perform any of its obligations under this {{gmraprov|Agreement}}.<br>
| |
| :(k) (i) Subject to sub paragraph {{gmraprov|(ii) below, if as a result of a {{gmraprov|Transaction}} terminating before its agreed {{gmraprov|Repurchase Date}} under paragraphs {{gmraprov|10(b)}}, {{gmraprov|10(g)(iii)}} or{{gmraprov|10(h)(iii)}}, the non {{gmraprov|Defaulting Party}}, in the case of paragraph {{gmraprov|10(b)}}, {{gmraprov|Buyer}}, in the case of paragraph {{gmraprov|10(g)(iii)}}, or {{gmraprov|Seller}}, in the case of paragraph {{gmraprov|10(h)(iii)}}, (in each case the “'''{{gmraprov|first party}}'''”) incurs any loss or expense in entering into replacement {{gmraprov|Transaction}}s, the other party shall be required to pay to the {{gmraprov|first party}} the amount determined by the {{gmraprov|first party}} in good faith to be equal to the loss or expense incurred in connection with such replacement {{gmraprov|Transaction}}s (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement {{gmraprov|Transaction}}s; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the {{gmraprov|first party}} to the other party.<br>
| |
| :(ii) If the {{gmraprov|first party}} reasonably decides, instead of entering into such replacement {{gmraprov|Transaction}}s, to replace or unwind any hedging {{gmraprov|Transaction}}s which the {{gmraprov|first party}} entered into in connection with the {{gmraprov|Transaction}} so terminating, or to enter into any replacement hedging {{gmraprov|Transaction}}s, the other party shall be required to pay to the {{gmraprov|first party}} the amount determined by the {{gmraprov|first party}} in good faith to be equal to the loss or expense incurred in connection with entering into such replacement or unwinding (including all fees, costs and other expenses) less the amount of any profit or gain made by that party in connection with such replacement or unwinding; provided that if that calculation results in a negative number, an amount equal to that number shall be payable by the {{gmraprov|first party}} to the other party.<br>
| |
| :(l) Each party shall immediately notify the other if an {{gmraprov|Event of Default}}, or an event which, upon the serving of a {{gmraprov|Default Notice}}, would be an {{gmraprov|Event of Default}}, occurs in relation to it.<br>
| |
| '''{{gmraprov|11}}. {{gmraprov|Tax Event}}'''<br>
| |
| :(a) This paragraph shall apply if either party notifies the other that
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| :(i) any action taken by a taxing authority or brought in a court of competent jurisdiction (regardless of whether such action is taken or brought with respect to a party to this {{gmraprov|Agreement}}); or
| |
| :(ii) a change in the fiscal or regulatory regime (including, but not limited to, a [[change in law]] or in the general interpretation of law but excluding any change in any rate of tax), has or will, in the notifying party's reasonable opinion, have a material adverse effect on that party in the context of a {{gmraprov|Transaction}}.<br>
| |
| :(b) If so requested by the other party, the notifying party will furnish the other with an opinion of a suitably qualified adviser that an event referred to in sub paragraph {{gmraprov|11(a)(i)}} or {{gmraprov|11(a)(ii)}} above has occurred and affects the notifying party.<br>
| |
| :(c) Where this paragraph applies, the party giving the notice referred to in sub paragraph {{gmraprov|11(a)}} may, subject to sub paragraph {{gmraprov|(d) below, terminate the {{gmraprov|Transaction}} with effect from a date specified in the notice, not being earlier (unless so agreed by the other party) than 30 days after the date of the notice, by nominating that date as the {{gmraprov|Repurchase Date}}.<br>
| |
| :(d) If the party receiving the notice referred to in sub paragraph {{gmraprov|11(a)}} so elects, it may override that notice by giving a counter notice to the other party. If a counter notice is given, the party which gives the counter notice will be [[deemed]] to have agreed to indemnify the other {{gmraprov|Party A}}gainst the adverse effect referred to in sub paragraph {{gmraprov|11(a)}} so far as relates to the relevant {{gmraprov|Transaction}} and the original {{gmraprov|Repurchase Date}} will continue to apply.<br>
| |
| :(e) Where a {{gmraprov|Transaction}} is terminated as described in; this paragraph, the party which has given the notice to terminate shall indemnify the other {{gmraprov|Party A}}gainst any reasonable legal and other professional expenses incurred by the other {{gmraprov|Party B}}y reason of the termination, but the other party may not claim any sum by way of consequential loss or damage in respect of a termination in accordance with this paragraph.<br>
| |
| :(f) This paragraph is without prejudice to paragraph {{gmraprov|6(b)}} (obligation to pay additional amounts if withholding or deduction required); but an obligation to pay such additional amounts may, where appropriate, be a circumstance which causes this paragraph to apply.<br>
| |
| '''{{gmraprov|12}}. {{gmraprov|Interest}}'''<br>
| |
| To the extent permitted by applicable law, if any sum of money payable hereunder or under any {{gmraprov|Transaction}} is not paid when due, interest shall accrue on the unpaid sum as a separate debt at the greater of the {{gmraprov|Pricing Rate}} for the {{gmraprov|Transaction}} to which such sum relates (where such sum is referable to a {{gmraprov|Transaction}}) and {{gmraprov|LIBOR}} on a 360 day basis or 365 day basis in accordance with the applicable ISMA convention, for the actual number of days during the period from and including the date on which payment was due to, but excluding, the date of payment.<br>
| |
| '''{{gmraprov|13}}. {{gmraprov|Single Agreement}}'''<br>
| |
| Each {{gmraprov|Party A}}cknowledges that, and has entered into this {{gmraprov|Agreement}} and will enter into each {{gmraprov|Transaction}} hereunder in consideration of and in reliance upon the fact that all {{gmraprov|Transaction}}s hereunder constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each {{gmraprov|Party A}}grees (i) to perform all of its obligations in respect of each {{gmraprov|Transaction}} hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all {{gmraprov|Transaction}}s hereunder, and (ii) that payments, deliveries and other transfers made by either of them in respect of any {{gmraprov|Transaction}} shall be [[deemed]] to have been made in consideration of payments, deliveries and other transfers in respect of any other {{gmraprov|Transaction}}s hereunder.<br>
| |
| '''{{gmraprov|14}}. {{gmraprov|Notices and Other Communications}}'''<br>
| |
| :(a) Any notice or other communication to be given under this {{gmraprov|Agreement}}
| |
| :(i) shall be in the English language, and except where expressly otherwise provided in this {{gmraprov|Agreement}}, shall be in writing; <br>
| |
| :(ii) may be given in any manner described in sub paragraphs {{gmraprov|14(b)}} and {{gmraprov|14(c)}} below; <br>
| |
| :(iii) shall be sent to the party to whom it is to be given at the address or number, or in accordance with the electronic messaging details, set out in Annex I hereto.<br>
| |
| :(b) Subject to sub paragraph {{gmraprov|14(c)}} below, any such notice or other communication shall be effective
| |
| :(i) if in writing and delivered in person or by courier, at the time when it is delivered; <br>
| |
| :(ii) if sent by [[telex]], at the time when the recipient's answerback is received; <br>
| |
| :(iii) if sent by facsimile transmission, at the time when the transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine); <br>
| |
| :(iv) if sent by certified or registered mail (airmail, if overseas) or the {{gmraprov|equivalent}} (return receipt requested), at the time when that mail is delivered or its delivery is attempted; <br>
| |
| :(v) if sent by [[electronic messaging system]], at the time that electronic message is received; except that any notice or communication which is received, or delivery of which is attempted, after close of business on the date of receipt or attempted delivery or on a day which is not a day on which commercial banks are open for business in the place where that notice or other communication is to be given shall be treated as given at the opening of business on the next following day which is such a day.<br>
| |
| :(c) If
| |
| :(i) there occurs in relation to either {{gmraprov|Party A}}n event which, upon the service of a {{gmraprov|Default Notice}}, would be an {{gmraprov|Event of Default}}; and
| |
| :(ii) the non {{gmraprov|Defaulting Party}}, having made all practicable efforts to do so, including having attempted to use at least two of the methods specified in sub paragraph {{gmraprov|14(b)}}(ii), (iii) or (v), has been unable to serve a {{gmraprov|Default Notice}} by one of the methods specified in those sub paragraphs (or such of those methods as are normally used by the {{gmraprov|non-Defaulting Party}} when communicating with the {{gmraprov|Defaulting Party}}), the {{gmraprov|non-Defaulting Party}} may sign a written notice (a “'''{{gmraprov|Special Default Notice}}'''”) which
| |
| :(aa) specifies the relevant event referred to in paragraph {{gmraprov|10(a)}} which has occurred in relation to the {{gmraprov|Defaulting Party}}; <br>
| |
| :(bb) states that the non {{gmraprov|Defaulting Party}}, having made all practicable efforts to do so, including having attempted to use at least two of the methods specified in sub paragraph {{gmraprov|14(b)}}(ii), (iii) or (v), has been unable to serve a {{gmraprov|Default Notice}} by one of the methods specified in those sub paragraphs (or such of those methods as are normally used by the {{gmraprov|non-Defaulting Party}} when communicating with the {{gmraprov|Defaulting Party}}); <br>
| |
| :(cc) specifies the date on which, and the time at which, the {{gmraprov|Special Default Notice}} is signed by the non {{gmraprov|Defaulting Party}}; and
| |
| :(dd) states that the event specified in accordance with sub paragraph {{gmraprov|14(c)}}(aa) above shall be treated as an {{gmraprov|Event of Default}} with effect from the date and time so specified.<br>
| |
| On the signature of a {{gmraprov|Special Default Notice}} the relevant event shall be treated with effect from the date and time so specified as an {{gmraprov|Event of Default}} in relation to the {{gmraprov|Defaulting Party}}, and accordingly references in paragraph {{gmraprov|10}} to a {{gmraprov|Default Notice}} shall be treated as including a {{gmraprov|Special Default Notice}}. A {{gmraprov|Special Default Notice}} shall be given to the {{gmraprov|Defaulting Party}} as soon as practicable after it is signed.<br>
| |
| :(d) Either party may by notice to the other change the address, [[telex]] or facsimile number or [[electronic messaging system]] details at which notices or other communications are to be given to it.<br>
| |
| '''{{gmraprov|15}}. {{gmraprov|Entire Agreement; Severability}}'''<br>
| |
| This {{gmraprov|Agreement}} shall supersede any existing agreements between the parties containing general terms and conditions for {{gmraprov|Transaction}}s. Each provision and agreement herein shall be treated as separate from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.<br>
| |