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| {{ietaprov|13}} {{ietaprov|Force Majeure and Suspension Event}}<br>
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| {{ietaprov|13.1}} {{ietaprov|Force Majeure}}.<br>
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| Upon the occurrence of a {{ietaprov|Force Majeure}}, either Party may notify the other Party in writing of the commencement of the {{ietaprov|Force Majeure}}. Where the notification is from the Party affected by the {{ietaprov|Force Majeure}} (the “'''{{ietaprov|FM Affected Party}}'''”), to the extent available to such Party, it should also provide details of the {{ietaprov|Force Majeure}} and a non-binding estimate of the extent and the expected duration of its inability to perform its obligations due to the {{ietaprov|Force Majeure}}.<br>
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| The obligations of both Parties under this {{ietaprov|Agreement}} with respect to the Transaction(s) affected by the {{ietaprov|Force Majeure}} (the “'''{{ietaprov|FM Affected Transaction}}s”) will be suspended for the duration of the {{ietaprov|Force Majeure}}. During the continuation of the {{ietaprov|Force Majeure}}, the {{ietaprov|FM Affected Party}} shall use all reasonable endeavors to overcome the {{ietaprov|Force Majeure}}. Upon the {{ietaprov|Force Majeure}} being overcome or it ceasing to subsist, both Parties will, as soon as reasonably practicable thereafter, resume full performance of their obligations under this {{ietaprov|Agreement}} with respect to the {{ietaprov|FM Affected Transaction}}s (including, for the avoidance of doubt, any suspended obligations).<br>
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| Where a {{ietaprov|Force Majeure}} (a) continues for a period of nine (9) {{ietaprov|Delivery Banking Day}}s or (b) continues up until three (3) {{ietaprov|Delivery Banking Day}}s prior to any {{ietaprov|Validity Period Reconciliation Deadline}} (if sooner), either Party may, by written notice to the other Party, terminate all (but not less than all) {{ietaprov|FM Affected Transaction}}s.<br>
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| {{ietaprov|13.2}} {{ietaprov|Force Majeure}} {{ietaprov|Termination Payment}}. If an FM Affected {{ietaprov|Transaction}} is terminated in accordance with Clause {{ietaprov|13.1}} ({{ietaprov|Force Majeure}} and {{ietaprov|Suspension Event}}), the Parties’ corresponding {{ietaprov|Transfer}} and acceptance obligations shall be released and discharged and the {{ietaprov|Force Majeure}} termination payment to be made between the Parties (if any) shall be calculated in accordance with paragraph (a), (b) or (c) below, as selected by the Parties in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’).<br>
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| :{{ietaprov|13.2(a)}} No {{ietaprov|Termination Payment}}. No {{ietaprov|Force Majeure}} termination payment shall be made between Parties; provided, however, that the obligation to pay any {{ietaprov|Unpaid Amounts}} shall survive the termination of the {{ietaprov|FM Affected Transaction}}.<br>
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| :{{ietaprov|13.2(b)}} Two-way {{ietaprov|Market Quotation}} {{ietaprov|Termination Payment}}. Both Parties shall go into the market and obtain three (3) mid-market quotations in the Termination Currency from third party dealers for a replacement {{ietaprov|Transaction}} for the same amount of {{ietaprov|Period Traded Allowance}}s (without taking into account the current credit-worthiness of the {{ietaprov|Requesting Party}} or any existing {{ietaprov|Credit Support Document}}). Each Party will then calculate the average of the quotations it obtained and the amount payable shall be equal to (A) the sum of (I) one-half of the difference between the higher amount so determined (the Party determining the higher amount being “X”) and the lower amount so determined (the Party determining the lower amount being “Y”) and (II) any {{ietaprov|Unpaid Amounts}} owing to X less (B) any {{ietaprov|Unpaid Amounts}} owing to Y. If the resultant amount is a positive number, Y shall pay it to X; if it is a negative number, X shall pay the absolute value of such amount to Y. If three (3) mid- market quotations cannot be obtained, all quotations will be deemed to be zero.<br>
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| :{{ietaprov|13.2(c)}} Two-way Loss {{ietaprov|Termination Payment}}. Each Party will determine its {{ietaprov|Loss}} in respect of the FM Affected {{ietaprov|Transaction}} and an amount will be payable in the Termination Currency equal to one half of the difference between the {{ietaprov|Loss}} of the Party with the higher {{ietaprov|Loss}} (“X”) and the {{ietaprov|Loss}} of the Party with the lower {{ietaprov|Loss}} (“Y”). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of such amount to Y.<br>
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| {{ietaprov|13.3}} Where an event or circumstance that would otherwise constitute or give rise to an {{ietaprov|Event of Default}} also constitutes a {{ietaprov|Force Majeure}} or a {{ietaprov|Suspension Event}}, it is to be treated as {{ietaprov|Force Majeure}} or a {{ietaprov|Suspension Event}} and not as an {{ietaprov|Event of Default}}. Where an event or circumstance that would otherwise constitute a {{ietaprov|Force Majeure}} also constitutes a {{ietaprov|Suspension Event}}, it is to be treated as a {{ietaprov|Suspension Event}} and not as a {{ietaprov|Force Majeure}}.<br>
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| {{ietaprov|13.4}} {{ietaprov|Suspension Event}}.<br>
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| :{{ietaprov|13.4(a)}} Upon the occurrence of a {{ietaprov|Suspension Event}}, the Party affected by the {{ietaprov|Suspension Event}} shall, as soon as practicable by written notice, notify the other Party of the commencement of the {{ietaprov|Suspension Event}}. To the extent available to the Party affected by the {{ietaprov|Suspension Event}}, it shall also provide details of the {{ietaprov|Suspension Event}} including a non-binding estimate of the duration of its inability to perform its obligations due to the {{ietaprov|Suspension Event}}.<br>
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| :{{ietaprov|13.4(b)}} Where a {{ietaprov|Suspension Event}} occurs, the obligations of both Parties, which would otherwise be required to be performed with respect to the relevant Transaction, shall be suspended for the duration of the {{ietaprov|Suspension Event}}. Subject to paragraph (c) below, upon the {{ietaprov|Suspension Event}} ceasing to exist both Parties will resume full performance of their obligations under this {{ietaprov|Agreement}} in respect of the relevant {{ietaprov|Transaction}} (including for the avoidance of doubt any suspended obligations) as soon as possible but no later than the day that is ten (10) {{ietaprov|Delivery Banking Day}}s thereafter or, if earlier, three (3) {{ietaprov|Delivery Banking Day}}s prior to the {{ietaprov|End of Validity Period Reconciliation Deadline}} (such date being the “'''{{ietaprov|Delayed Delivery Date}}'''”). For the avoidance of doubt, where a {{ietaprov|Delivery Date}} is adjusted in accordance with this Clause {{ietaprov|13.4(b)}}, then the use of the term “'''{{ietaprov|Delivery Date}}'''” elsewhere in this {{ietaprov|Agreement}} shall be construed to be a reference to the {{ietaprov|Delayed Delivery Date}}.<br>
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| :{{ietaprov|13.4(c)}} In the event that {{ietaprov|Period Traded Allowance}}s are {{ietaprov|Transfer}}red to the {{ietaprov|Receiving Party}} on or before the {{ietaprov|Delayed Delivery Date}} following the occurrence of a {{ietaprov|Suspension Event}} as contemplated by sub-clause (a) above, the {{ietaprov|Receiving Party}} agrees to pay the {{ietaprov|Delivering Party}} the {{ietaprov|Contract Amount}} adjusted by the {{ietaprov|Cost of Carry Amount}}. For the avoidance of doubt, any adjustment of the {{ietaprov|Contract Amount}} will be identified in the relevant {{ietaprov|Statement}}sent to the Receiving Party.<br>
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| :{{ietaprov|13.4(d)}} Where a {{ietaprov|Suspension Event}} continues to exist on the {{ietaprov|Long Stop Date}}, Clause {{ietaprov|13.2(a)}} (No {{ietaprov|Termination Payment}}) shall apply and the suspended {{ietaprov|Transaction}} shall be deemed an FM Affected {{ietaprov|Transaction}} and terminated as an FM Affected {{ietaprov|Transaction}} on the {{ietaprov|Long Stop Date}}.<br>
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| {{ietaprov|14}} Termination<br>
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| {{ietaprov|14.1}} Termination Rights. If, at any time, an {{ietaprov|Event of Default}} (as defined below) has occurred and is continuing, the {{ietaprov|Non-Defaulting Party}} may designate a day as an early termination date (the “'''{{ietaprov|Early Termination Date}}'''”) in respect of all outstanding Transactions between the Parties by giving not more than twenty (20) days’ notice to the {{ietaprov|Defaulting Party}}. This notice must specify the relevant {{ietaprov|Event of Default}}. The {{ietaprov|Early Termination Date}} may not be earlier than the day the notice is effective. If, however, “Automatic Early Termination” is specified in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’) as applying to a Party then an {{ietaprov|Early Termination Date}} in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such Party or its {{ietaprov|Credit Support Provider}} (as applicable) of an {{ietaprov|Event of Default}} specified in Clause {{ietaprov|14.2(d)(i)}}, (iii), (v), (vi), (vii) (Insolvency), or to the extent analogous thereto, (viii), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such Party or its {{ietaprov|Credit Support Provider}} (as applicable) of an {{ietaprov|Event of Default}} specified in Clause {{ietaprov|14.2(d)(iv)}} (Insolvency) or, to the extent analogous to it, (viii).<br>
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| {{ietaprov|14.2}} Events of Default. Subject to Clauses 13.1, 13.4, 14.2 and 14.7 (Events of Default, {{ietaprov|Illegality}}, {{ietaprov|Force Majeure}} and {{ietaprov|Suspension Event}}), an “'''{{ietaprov|Event of Default}}'''” means the occurrence at any time with respect to a Party or, if applicable, any {{ietaprov|Credit Support Provider}} of that Party (the “Defaulting Party”), of any of the following events:<br>
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| :{{ietaprov|14.2(a)}} Non-payment. The Party fails to pay any amount when due under this {{ietaprov|Agreement}}, and that failure is not remedied on or before the third (3rd) {{ietaprov|Banking Day}} after the {{ietaprov|Non-Defaulting Party}} gives the {{ietaprov|Defaulting Party}} notice of that failure.<br>
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| :{{ietaprov|14.2(b)}} Representation or Warranty. Any representation or warranty made, or deemed to have been made, by the Party or any {{ietaprov|Credit Support Provider}} of that Party in this {{ietaprov|Agreement}} or any {{ietaprov|Credit Support Document}} proves to have been false or materially misleading at the time it was made or was deemed to have been made.<br>
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| :{{ietaprov|14.2(c)}} Material Obligations. The Party fails to perform a material obligation under this {{ietaprov|Agreement}} (other than an obligation referred to in Clauses 14.2(a) (Non-payment) and 14.2(b) (Representation or Warranty) and 5.3 (No Encumbrances) and that failure is not remedied within five (5) {{ietaprov|Banking Day}}s of the {{ietaprov|Non-Defaulting Party}} giving the {{ietaprov|Defaulting Party}} notice of that failure.<br>
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| :{{ietaprov|14.2(d)}} Insolvency. The Party or any {{ietaprov|Credit Support Provider}} of the Party:<br>
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| ::14.2(d)(i) is dissolved (other than pursuant to a consolidation, amalgamation or merger);<br>
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| ::14.2(d)(ii) becomes insolvent or is unable to pay its debts generally as they fall due, fails generally to pay, or admits in writing its inability generally to pay its debts as they become due;<br>
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| ::14.2(d)(iii) makes a general assignment, arrangement, composition or other arrangement with or for the benefit of its creditors;<br>
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| ::14.2(d)(iv) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, that proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not withdrawn, dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation of that proceeding or petition;<br>
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| ::14.2(d)(v) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);<br>
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| ::14.2(d)(vi) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;<br>
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| ::14.2(d)(vii) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and that secured party maintains possession, or that process is not withdrawn, dismissed, discharged, stayed or restrained, in each case within fifteen (15) days of that event;<br>
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| ::14.2(d)(viii) causes or is subject to any event with respect to it that, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in sub-paragraphs (i) to (vii) (inclusive) of this Clause {{ietaprov|14.2(d)}}; or<br>
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| ::14.2(d)(ix) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts referred to in this Clause {{ietaprov|14.2(d).<br>
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| :{{ietaprov|14.2(e)}} Credit}} Support.<br>
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| ::14.2(e)(i) The Party or any {{ietaprov|Credit Support Provider}} or {{ietaprov|Performance Assurance}} Provider of the Party fails to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any {{ietaprov|Credit Support Document}} or {{ietaprov|Performance Assurance}} if that failure is not remedied within three (3) {{ietaprov|Banking Day}}s of notification;<br>
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| ::14.2(e)(ii) any {{ietaprov|Credit Support Document}} or {{ietaprov|Performance Assurance}} expires or terminates, is due to expire or terminate within thirty (30) days or such other period as is specified in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’), or fails or ceases to be in full force and effect for the purpose of this {{ietaprov|Agreement}} (in each case other than in accordance with its terms) prior to the satisfaction of all obligations of the Party under each {{ietaprov|Transaction}} to which that {{ietaprov|Credit Support Document}} or {{ietaprov|Performance Assurance}} (as the case may be) relates without the written consent of the other Party and such expiration or termination is not remedied within three (3) {{ietaprov|Banking Day}}s of notification; or<br>
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| ::14.2(e)(iii) the Party or any {{ietaprov|Credit Support Provider}} or {{ietaprov|Performance Assurance}} Provider of that Party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, that {{ietaprov|Credit Support Document}} or {{ietaprov|Performance Assurance}} or otherwise fails to comply with or perform its obligations under or in respect of a {{ietaprov|Credit Support Document}} and that failure is continuing after any applicable grace or cure period.<br>
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| :{{ietaprov|14.2(f)}} Cross Default. Unless cross default is specified not to apply to the Party in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’), there occurs or exists:<br>
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| ::14.2(f)(i) a default, event of default or other similar condition or event (however described) in respect of the Party or any {{ietaprov|Credit Support Provider}} of the Party under one or more agreements or instruments relating to {{ietaprov|Indebtedness}} of any of them (individually or collectively) in an aggregate amount of not less than the Cross Default Threshold that has resulted in that {{ietaprov|Indebtedness}} becoming due and payable under those agreements or instruments before it would otherwise have been due and payable; or<br>
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| ::14.2(f)(ii) a default by that Party or that {{ietaprov|Credit Support Provider}} (individually or collectively) in making one or more payments on the due date for those purposes under those agreements or instruments in an aggregate amount of not less than the Cross Default Threshold (after giving effect to any applicable notice requirement or grace period).<br>
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| :{{ietaprov|14.2(g)}} Default under {{ietaprov|Specified Transaction}}. The Party or any {{ietaprov|Credit Support Provider}} of the Party:<br>
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| ::14.2(g)(i) defaults under a Specified {{ietaprov|Transaction}} and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that {{ietaprov|Specified Transaction}};<br>
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| ::14.2(g)(ii) defaults (A) in making any payment due on the last date for that payment under the {{ietaprov|Specified Transaction}}, or (B) in making any payment on early termination of a {{ietaprov|Specified Transaction}}, after giving effect to any applicable notice requirement or grace period or, in each case where there is no applicable notice requirement or grace period, where that default continues for at least three (3) {{ietaprov|Banking Day}}s; or<br>
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| ::14.2(g)(iii) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified {{ietaprov|Transaction}} (or that action is taken by any {{ietaprov|Entity}} appointed or empowered to act on its behalf).<br>
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| :{{ietaprov|14.2(h)}} {{ietaprov|Material Adverse Change}}. The Party fails, within three (3) {{ietaprov|Banking Day}}s of receipt of the notice referred to below, to provide the other Party (the “'''{{ietaprov|Requesting Party}}'''”) with, or increase the amount of, {{ietaprov|Performance Assurance}} when the {{ietaprov|Requesting Party}} believes in good faith that a {{ietaprov|Material Adverse Change}} has occurred or its exposure in respect of such Party under a continuing {{ietaprov|Material Adverse Change}} has increased and the {{ietaprov|Requesting Party}} serves written notice on that Party. For the purposes of this {{ietaprov|Event of Default}}, a “'''{{ietaprov|Material Adverse Change}}'''” has occurred if any one or more of the following events has occurred and is continuing:<br>
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| ::14.2(h)(i) {{ietaprov|Credit Rating}}. If the {{ietaprov|Credit Rating}} (where available) of an {{ietaprov|Entity}} listed in paragraph (A), (B) or (C) below, each such {{ietaprov|Entity}} being a “'''{{ietaprov|Relevant Entity}}'''”, is withdrawn or downgraded below the ratings specified in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’):<br>
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| :::(1) the Party in question (unless all that Party’s financial obligations under this {{ietaprov|Agreement}} are fully guaranteed or assured under a {{ietaprov|Credit Support Document}} or there is a {{ietaprov|Control and Profit Transfer Agreement}} in place in respect of that Party); or<br>
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| :::(2) that Party’s {{ietaprov|Credit Support Provider}} (other than a bank); or<br>
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| :::(3) that Party’s {{ietaprov|Controlling Party}}.<br>
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| ::14.2(h)(ii) {{ietaprov|Credit Rating}} of a {{ietaprov|Credit Support Provider}} that is a bank. If the {{ietaprov|Credit Rating}} of a bank serving as the Party’s {{ietaprov|Credit Support Provider}} is withdrawn or downgraded below Standard & Poor’s Rating Group “A-” or Moody’s Investor’s Service Inc. or Fitch Ratings Ltd. equivalent rating.<br>
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| ::14.2(h)(iii) Failure of a {{ietaprov|Control and Profit Transfer Agreement}}. If any {{ietaprov|Control and Profit Transfer Agreement}} entered into by any {{ietaprov|Controlling Party}} of the Party expires (and is not renewed) or terminates in whole or in part or ceases to be in full force and effect for the purpose of this {{ietaprov|Agreement}} (in any case other than in accordance with its terms) prior to the satisfaction of all obligations of the Party under each Transaction.<br>
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| ::14.2(h)(iv) Impaired Ability to Perform. If in the reasonable and good faith opinion of the {{ietaprov|Requesting Party}}, the ability of the {{ietaprov|Relevant Entity}} to perform its obligations under this {{ietaprov|Agreement}}, any {{ietaprov|Credit Support Document}} or any {{ietaprov|Control and Profit Transfer Agreement}}, as the case may be, is materially impaired.<br>
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| ::14.2(h)(v) Credit Event upon Merger. If the Party or any {{ietaprov|Credit Support Provider}} of the Party or {{ietaprov|Controlling Party}} undergoes a change of control, consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganises, incorporates, reincorporates or reconstitutes into or as another {{ietaprov|Entity}}, or another {{ietaprov|Entity}} transfers all or substantially all its assets to, or reorganises, incorporates, reincorporates or reconstitutes into or as such Party or any {{ietaprov|Credit Support Provider}} of the Party or {{ietaprov|Controlling Party}}, and the creditworthiness of such Party, such {{ietaprov|Credit Support Provider}} or {{ietaprov|Controlling Party}} or the resulting surviving transferee or successor {{ietaprov|Entity}} is, in the reasonable and good faith opinion of the {{ietaprov|Requesting Party}}, materially weaker than that of the Party or such {{ietaprov|Credit Support Provider}} or {{ietaprov|Controlling Party}}, as the case may be, immediately prior to such action.<br>
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| ::14.2(h)(vi) Decline in {{ietaprov|Tangible Net Worth}}. If the {{ietaprov|Tangible Net Worth}} of any {{ietaprov|Relevant Entity}} falls below the amount specified in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’).<br>
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| ::14.2(h)(vii) Financial Covenants. If a Party does not have a {{ietaprov|Credit Rating}}, any {{ietaprov|Relevant Entity}} fails to fulfil any of the following requirements as determined by reference to the most recent relevant financial statements:<br>
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| (A) the ratio of (1) earnings before interest and taxes to (2) the sum of all interest and any amounts in the nature of interest charged to expense relating to {{ietaprov|Total Debt}} is for the Party or its {{ietaprov|Credit Support Provider}} in any fiscal year greater than the ratio specified in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’);<br>
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| :::(1) the ratio of (1) the amount of cash generated or employed by the Party or its {{ietaprov|Credit Support Provider}} in its operating activities to (2) {{ietaprov|Total Debt}} of the Party or its {{ietaprov|Credit Support Provider}} in any fiscal year is greater than the ratio specified in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’); and<br>
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| :::(2) the ratio of (1) {{ietaprov|Total Debt}} to (2) the sum of {{ietaprov|Total Debt}} and all paid up shareholder cash contributions to the share capital account or any other capital account of the Party or its {{ietaprov|Credit Support Provider}} ascribed for such purposes is less than the ratio specified in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’).<br>
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| :{{ietaprov|14.2(i)}} Merger Without Assumption. The Party or any {{ietaprov|Credit Support Provider}} of the Party or {{ietaprov|Controlling Party}} undergoes a change of control, consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganises, incorporates, reincorporates or reconstitutes into or as another {{ietaprov|Entity}}, or another {{ietaprov|Entity}} transfers all or substantially all its assets to, or reorganises, incorporates, reincorporates or reconstitutes into or as such Party or any {{ietaprov|Credit Support Provider}} of the Party or {{ietaprov|Controlling Party}}, and, at the time of such consolidation, amalgamation, merger, transfer, reorganisation, reincorporation or reconstitution,<br>
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| ::14.2(i)(i) the resulting surviving transferee or successor {{ietaprov|Entity}} fails to assume all the obligations of that Party or such {{ietaprov|Credit Support Provider}} or {{ietaprov|Controlling Party}} under this {{ietaprov|Agreement}} or any {{ietaprov|Credit Support Document}} to which it or its predecessor was a Party; or<br>
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| ::14.2(i)(ii) the benefits of any {{ietaprov|Credit Support Document}} cease or fail to extend (without the consent of the {{ietaprov|Requesting Party}}) to the performance by such resulting surviving transferee or successor {{ietaprov|Entity}} of its obligations under this {{ietaprov|Agreement}}.<br>
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| :{{ietaprov|14.2(j)}} Repudiation of Agreement. The Party disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, this {{ietaprov|Agreement}}, any {{ietaprov|Schedule}}, any {{ietaprov|Confirmation}} executed and delivered by that Party or any {{ietaprov|Transaction}} evidenced by such a {{ietaprov|Confirmation}} (or such action is taken by any person or {{ietaprov|Entity}} appointed or empowered to operate it or act on its behalf).<br>
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| {{ietaprov|14.3}} Suspension following {{ietaprov|Event of Default}}. Notwithstanding any other provision of this {{ietaprov|Agreement}}, after the occurrence of either an {{ietaprov|Event of Default}} or an event that, with the giving of notice or the passage of time or both, would constitute an {{ietaprov|Event of Default}} with respect to a Party, the other Party may, in addition to any other remedies that it may have and subject to Clause {{ietaprov|17}} (Liabilities), for the period that the relevant event subsists or, if shorter, thirty (30) days, do any one or more of the following:<br>
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| :{{ietaprov|14.3(a)}} withhold or suspend payments under this {{ietaprov|Agreement}}; or<br>
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| :{{ietaprov|14.3(b)}} suspend its compliance with Clauses 5 (Allowance Transfers) and 6 (Effecting Transfers) or both of them.<br>
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| {{ietaprov|14.4}} Survival of Obligations. Any obligation of a Party that would have become due under a {{ietaprov|Transaction}} but for Clause {{ietaprov|14.3}} (Suspension following {{ietaprov|Event of Default}}) will, notwithstanding the occurrence of the last scheduled due date for performance by that Party under that Transaction, become due (together with interest in accordance with Clause {{ietaprov|9.5}} (Interest)) on the first to occur of (a) the date that the relevant event ceases to subsist, or (b) thirty (30) days following the occurrence of such event.<br>
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| {{ietaprov|14.5}} {{ietaprov|Early Termination Date}}. If notice designating an {{ietaprov|Early Termination Date}} is given under Clause {{ietaprov|14.1}} (Termination Rights), the {{ietaprov|Early Termination Date}} occurs on the date so designated even if the circumstances giving rise to the {{ietaprov|Event of Default}} are no longer continuing. Upon the effective designation of an {{ietaprov|Early Termination Date}}: (a) no further payments or compliance with Clauses 5 (Allowance Transfers) or 6 (Effecting Transfers) or both of them is required in respect of any Transaction, and (b) the amount, if any, payable in respect of an {{ietaprov|Early Termination Date}} is to be determined pursuant to Clause {{ietaprov|14.6}} ({{ietaprov|Termination Payment}}s).<br>
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| {{ietaprov|14.6}} {{ietaprov|Termination Payment}}s.<br>
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| :{{ietaprov|14.6(a)}} On, or as soon as reasonably practicable after, the {{ietaprov|Early Termination Date}}, the Non- {{ietaprov|Defaulting Party}} shall in good faith calculate the termination payment (the “'''{{ietaprov|Termination Payment}}'''”), which is an amount equal to:<br>
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| ::14.6(a)(i) the {{ietaprov|Loss}} for all Transactions unless the {{ietaprov|Market Amount}} is specified as the {{ietaprov|Termination Payment}} method in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’) (in which case it is the {{ietaprov|Market Amount}}); and<br>
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| ::14.6(a)(ii) the Termination Currency Equivalent of the {{ietaprov|Unpaid Amounts}} owing to the {{ietaprov|Non-Defaulting Party}},<br>
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| less the Termination Currency Equivalent of the {{ietaprov|Unpaid Amounts}} owing to the {{ietaprov|Defaulting Party}}.<br>
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| :{{ietaprov|14.6(b)}} The {{ietaprov|Non-Defaulting Party}} shall notify the {{ietaprov|Defaulting Party}} of the {{ietaprov|Termination Payment}} including detailed support for the {{ietaprov|Termination Payment}} calculation.<br>
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| :{{ietaprov|14.6(c)}} A Party is not required to enter into {{ietaprov|Replacement Transactions}} in order to determine the {{ietaprov|Termination Payment}}.<br>
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| :{{ietaprov|14.6(d)}} If the {{ietaprov|Termination Payment}} is a positive number, the {{ietaprov|Defaulting Party}} shall pay the {{ietaprov|Termination Payment}} to the {{ietaprov|Non-Defaulting Party}} within three (3) {{ietaprov|Banking Day}}s of invoice or notification of the {{ietaprov|Termination Payment}} amount (the “'''{{ietaprov|Termination Payment Date}}'''”), which amount bears interest in accordance with Clause {{ietaprov|9.5}} (Interest).<br>
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| :{{ietaprov|14.6(e)}} If the {{ietaprov|Termination Payment}} is a negative number, the {{ietaprov|Non-Defaulting Party}} shall pay an amount equal to the absolute value of the {{ietaprov|Termination Payment}} to the {{ietaprov|Defaulting Party}} within thirty (30) {{ietaprov|Banking Day}}s of the {{ietaprov|Termination Payment}} Date, which amount bears interest in accordance with Clause {{ietaprov|9.5}} (Interest).<br>
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| :{{ietaprov|14.6(f)}} The {{ietaprov|Non-Defaulting Party}} may, at its option, set off the {{ietaprov|Termination Payment}} against any other amounts owing (whether or not matured, contingent or invoiced) between the Parties under this {{ietaprov|Agreement}} or under any other agreements, instruments or undertakings between the Parties. The right of set-off is without prejudice and in addition to any other right of set-off, combination of accounts, lien, charge or other right to which any Party is at any time otherwise entitled (whether by operation of law, by contract or otherwise). If an amount is unascertained, the {{ietaprov|Non-Defaulting Party}} may reasonably estimate the amount to be set off. The Parties shall make any adjustment payment required within three (3) {{ietaprov|Banking Day}}s of the amount becoming ascertained.<br>
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| :{{ietaprov|14.6(g)}} Disputed amounts under this Clause {{ietaprov|14.6}} are to be paid by the {{ietaprov|Defaulting Party}} subject to refund with interest calculated in accordance with Clause {{ietaprov|9.5(b)}} (Interest) if the dispute is resolved in favour of the {{ietaprov|Defaulting Party}}.<br>
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| {{ietaprov|14.7}} Illegality. If, due to the adoption of, or any change in, any applicable law after the date on which a {{ietaprov|Transaction}} is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after that date, it becomes unlawful (other than as a result of a breach by the relevant Party of Clause {{ietaprov|4.2}} ({{ietaprov|Holding Account}}s and Registries)) for a Party (the “'''{{ietaprov|Affected Party}}'''”):<br>
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| :{{ietaprov|14.7(a)}} to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of that {{ietaprov|Transaction}} or to comply with any other material provision of this {{ietaprov|Agreement}} relating to that Transaction; or<br>
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| :{{ietaprov|14.7(b)}} to perform, or for any {{ietaprov|Credit Support Provider}} of that Party to perform, any contingent or other obligation that the Party (or that {{ietaprov|Credit Support Provider}}) has under any {{ietaprov|Credit Support Document}} relating to that {{ietaprov|Transaction}} (in either case, an “Illegality”),<br>
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| then, unless the Parties otherwise agree in writing, either Party may elect to terminate that {{ietaprov|Transaction}} in accordance with Clauses 14.1 (Termination Rights), 14.5 ({{ietaprov|Early Termination Date}}) and 14.6 ({{ietaprov|Termination Payment}}s), except that, for the purposes of Clause {{ietaprov|14.1}} (Termination Rights), either Party may designate an {{ietaprov|Early Termination Date}} and, for the purposes of Clause {{ietaprov|14.6}} ({{ietaprov|Termination Payment}}s), (i) the {{ietaprov|Termination Payment}} shall be calculated in the Termination Currency on the basis of {{ietaprov|Loss}} and (ii) references to the {{ietaprov|Defaulting Party}} are to be read as references to the {{ietaprov|Affected Party}}, references to the {{ietaprov|Non-Defaulting Party}} are to be read as references to the Party that is not the {{ietaprov|Affected Party}}, and references to “all Transactions” are to be read as references to only those Transactions affected by the {{ietaprov|Illegality}} (“'''{{ietaprov|Illegality Affected Transactions}}'''”). However, if both Parties are Affected Parties, each Party will determine its {{ietaprov|Loss}} in respect of the affected {{ietaprov|Transaction}} and an amount will be payable in the Termination Currency equal to one half of the difference between the {{ietaprov|Loss}} of the Party with the higher {{ietaprov|Loss}} (“X”) and the {{ietaprov|Loss}} of the Party with the lower {{ietaprov|Loss}} (“Y”). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of such amount to Y.<br>
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| {{ietaprov|14.8}} {{ietaprov|Event of Default}}, {{ietaprov|Illegality}}, {{ietaprov|Force Majeure}} and {{ietaprov|Suspension Event}}. If an event or circumstance that would otherwise constitute or give rise to an {{ietaprov|Event of Default}} also constitutes an {{ietaprov|Illegality}}, it is to be treated as an {{ietaprov|Illegality}} and does not constitute an {{ietaprov|Event of Default}}. If an event or circumstance that would otherwise constitute or give rise to {{ietaprov|Force Majeure}} or to a {{ietaprov|Suspension Event}} (as the case may be) also constitutes an {{ietaprov|Illegality}}, it is to be treated as an {{ietaprov|Illegality}} and does not constitute {{ietaprov|Force Majeure}} or a {{ietaprov|Suspension Event}}.<br>
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| {{ietaprov|14.9}} Change in Taxes. If change in taxes is specified as applying in {{ietaprov|Schedule 2}} (‘‘{{ietaprov|Elections}}’’) and, due to any action taken by a taxing authority or brought in a court of competent jurisdiction on or after the date on which a {{ietaprov|Transaction}} is entered into (regardless of whether that action is taken or brought with respect to a Party) or to a {{ietaprov|Change in Tax Law}}, a Party (the “'''{{ietaprov|Affected Tax Party}}'''”) will, or there is a substantial likelihood that it will, on the next {{ietaprov|Payment Due Date}} either:<br>
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| :{{ietaprov|14.9(a)}} be required to pay an amount in respect of a {{ietaprov|Relevant Tax}}; or<br>
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| :{{ietaprov|14.9(b)}} receive a payment from which an amount is required to be deducted or withheld for or on account of a {{ietaprov|Relevant Tax}} and no additional amount is required to be paid in respect of that {{ietaprov|Relevant Tax}},<br>
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| other, in either case, than in respect of interest payable under this {{ietaprov|Agreement}} (a “'''{{ietaprov|Relevant Change in Tax}}'''”), then the {{ietaprov|Affected Tax Party}} may give a notice electing to terminate, liquidate and accelerate any uncompleted portions of that {{ietaprov|Transaction}} in accordance with Clauses 14.1 (Termination Rights), 14.5 ({{ietaprov|Early Termination Date}}) and 14.6 ({{ietaprov|Termination Payment}}s), except that, for the purposes of Clause {{ietaprov|14.1}} (Termination Rights), either Party may designate an {{ietaprov|Early Termination Date}} and, for the purposes of Clause {{ietaprov|14.5}} ({{ietaprov|Early Termination Date}}) and 14.6 ({{ietaprov|Termination Payment}}s), references to the {{ietaprov|Defaulting Party}} are to be read as references to the {{ietaprov|Affected Tax Party}}, references to the {{ietaprov|Non-Defaulting Party}} are to be read as references to the Party that is not the {{ietaprov|Affected Tax Party}}, references to “all Transactions” are to be read as references to only those Transactions affected by the {{ietaprov|Relevant Change in Tax}}, and the notice given by the {{ietaprov|Affected Tax Party}} electing to terminate, liquidate and accelerate any uncompleted portions of the {{ietaprov|Transaction}} is deemed to be the notice to terminate, liquidate and accelerate to be given by the {{ietaprov|Non-Defaulting Party}} for the purposes of Clause {{ietaprov|14.1}} (Termination Rights). However, if both Parties are Affected Tax Parties, each Party shall determine its {{ietaprov|Termination Payment}} in respect of all Transactions and an amount will be payable in the Termination Currency equal to one half of the difference between the {{ietaprov|Termination Payment}} of the Party with the higher {{ietaprov|Termination Payment}} (“X”) and the {{ietaprov|Termination Payment}} of the Party with the lower {{ietaprov|Termination Payment}} (“Y”). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of such amount to Y.<br>
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| {{ietaprov|15}} Confidentiality<br> | | {{ietaprov|15}} Confidentiality<br> |
| {{ietaprov|15.1}} The Parties shall treat the terms of this {{ietaprov|Agreement}} and all information provided under or in connection with it, including the financial statements provided under Clause {{ietaprov|4.3}} (Provision of Annual Reports) (collectively, “'''{{ietaprov|Confidential Information}}'''”) as confidential and may not either disclose {{ietaprov|Confidential Information}} or use it other than for bona fide purposes connected with this {{ietaprov|Agreement}} without the prior written consent of the other Party, except that consent is not required for disclosure to:<br> | | {{ietaprov|15.1}} The Parties shall treat the terms of this {{ietaprov|Agreement}} and all information provided under or in connection with it, including the financial statements provided under Clause {{ietaprov|4.3}} (Provision of Annual Reports) (collectively, “'''{{ietaprov|Confidential Information}}'''”) as confidential and may not either disclose {{ietaprov|Confidential Information}} or use it other than for bona fide purposes connected with this {{ietaprov|Agreement}} without the prior written consent of the other Party, except that consent is not required for disclosure to:<br> |