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(b) ''Notice for Settlement of Automatically Closed-Out Agreements'' If all of the Principal Agreements have Closed Out automatically by their terms, the Settlement Amount under each such Principal Agreement shall be settled at the times and in the manner set forth in Sections 3.3 and 4 hereof if the Closing-Out Party so specifies in a notice to the Closed-Out Party promptly after all Principal Agreements are Closed Out. Each Principal Agreement is hereby amended accordingly. <br> | (b) ''Notice for Settlement of Automatically Closed-Out Agreements'' If all of the Principal Agreements have Closed Out automatically by their terms, the Settlement Amount under each such Principal Agreement shall be settled at the times and in the manner set forth in Sections 3.3 and 4 hereof if the Closing-Out Party so specifies in a notice to the Closed-Out Party promptly after all Principal Agreements are Closed Out. Each Principal Agreement is hereby amended accordingly. <br> | ||
(c) ''The Closing-Out Party's Election'' For the avoidance of doubt, the Closing-Out Party may elect to exercise its rights under this Agreement by providing a Section 2 Notice. If one of the events listed in Section 2.1 hereof has occurred, unless and until a Closing-Out Party gives a Section 2 Notice, each Party shall retain its rights and obligations under each Principal Agreement without regard to Sections 3 and 4 hereof. <br> | (c) ''The Closing-Out Party's Election'' For the avoidance of doubt, the Closing-Out Party may elect to exercise its rights under this Agreement by providing a Section 2 Notice. If one of the events listed in Section 2.1 hereof has occurred, unless and until a Closing-Out Party gives a Section 2 Notice, each Party shall retain its rights and obligations under each Principal Agreement without regard to Sections 3 and 4 hereof. <br> | ||
3. ''Determination and Settlement of Settlement Amounts'' <br> | |||
3. '''Determination and Settlement of Settlement Amounts''' <br> | |||
3.1 ''Determination of Settlement Amount'' The Settlement Amount under each Closed-Out Agreement shall be determined in accordance with the terms of such Closed-Out Agreement. <br> | 3.1 ''Determination of Settlement Amount'' The Settlement Amount under each Closed-Out Agreement shall be determined in accordance with the terms of such Closed-Out Agreement. <br> | ||
3.2 ''Determination of the Base Currency Equivalent of the Settlement Amount'' When a Section 2 Notice has been given and there is more than one Settlement Amount and a Settlement Amount is denominated in a currency other than the Base Currency (the "Other Currency"), the Closing-Out Party shall determine the amount in the Base Currency (the "Base Currency Equivalent") that would result from the conversion of such Settlement Amount into the Base Currency at the spot exchange rate at which the Closing-Out Party can buy the Base Currency with the Other Currency, as determined in any commercially reasonable manner, for value on the relevant Settlement Date for the Settlement Amount under Section 4 hereof. If all Settlement Amounts are denominated in a single currency other than the Base Currency, the Closing-Out Party may designate such other currency to be the Base Currency. <br> | 3.2 ''Determination of the Base Currency Equivalent of the Settlement Amount'' When a Section 2 Notice has been given and there is more than one Settlement Amount and a Settlement Amount is denominated in a currency other than the Base Currency (the "Other Currency"), the Closing-Out Party shall determine the amount in the Base Currency (the "Base Currency Equivalent") that would result from the conversion of such Settlement Amount into the Base Currency at the spot exchange rate at which the Closing-Out Party can buy the Base Currency with the Other Currency, as determined in any commercially reasonable manner, for value on the relevant Settlement Date for the Settlement Amount under Section 4 hereof. If all Settlement Amounts are denominated in a single currency other than the Base Currency, the Closing-Out Party may designate such other currency to be the Base Currency. <br> | ||
3.3 ''Settlement of Settlement Amounts in Accordance with this Agreement'' When a Section 2 Notice has been given, all Settlement Amounts of Principal Agreements Closed Out pursuant to Section 2 (or Closed Out according to their terms on or prior to the delivery of the Section 2 Notice) shall be settled at the times and in the manner set forth in this Section 3.3 and Section 4 hereof (unless, in the good faith judgment of the Closing-Out Party, it is unlawful to do so), notwithstanding any provision to the contrary in any Closed-Out Agreement, and notwithstanding that Settlement Amounts may be payable by different branches of a Party at different locations or in different currencies pursuant to the terms of the relevant Principal Agreements. The date for settlement of such Settlement Amounts shall be deferred (with interest accruing at the rate and for the period specified in Section 4.5(a) hereof) until the occurrence of a Settlement Date hereunder. Each Principal Agreement is hereby amended accordingly. <br> | 3.3 ''Settlement of Settlement Amounts in Accordance with this Agreement'' When a Section 2 Notice has been given, all Settlement Amounts of Principal Agreements Closed Out pursuant to Section 2 (or Closed Out according to their terms on or prior to the delivery of the Section 2 Notice) shall be settled at the times and in the manner set forth in this Section 3.3 and Section 4 hereof (unless, in the good faith judgment of the Closing-Out Party, it is unlawful to do so), notwithstanding any provision to the contrary in any Closed-Out Agreement, and notwithstanding that Settlement Amounts may be payable by different branches of a Party at different locations or in different currencies pursuant to the terms of the relevant Principal Agreements. The date for settlement of such Settlement Amounts shall be deferred (with interest accruing at the rate and for the period specified in Section 4.5(a) hereof) until the occurrence of a Settlement Date hereunder. Each Principal Agreement is hereby amended accordingly. <br> | ||
4. ''Set-Off of Settlement Amounts | |||
4. '''Set-Off of Settlement Amounts; Accrual of Interest''' <br> | |||
4.1 ''Set-Off'' On the first date and any subsequent date on which both Parties owe one or more Settlement Amounts under two or more Closed-Out Agreements (a "Set-Off Date"), the Closing-Out Party shall aggregate and set off all Settlement Amounts and accrued interest thereon owed by Party A to Party B against the aggregate of the Settlement Amounts and accrued interest thereon owed by Party B to Party A, and only the difference between the aggregate amounts (a "Net Set-Off Amount") shall be owed on such Set-Off Date by the Party with the larger aggregate obligation. The obligation of a Party to settle a Net Set-Off Amount on the Set-Off Date shall be deferred (with interest accruing at the rate and for the period specified in Section 4.5(b) hereof) until the occurrence of the first subsequent Settlement Date if any Settlement Amount is still to be determined. <br> | 4.1 ''Set-Off'' On the first date and any subsequent date on which both Parties owe one or more Settlement Amounts under two or more Closed-Out Agreements (a "Set-Off Date"), the Closing-Out Party shall aggregate and set off all Settlement Amounts and accrued interest thereon owed by Party A to Party B against the aggregate of the Settlement Amounts and accrued interest thereon owed by Party B to Party A, and only the difference between the aggregate amounts (a "Net Set-Off Amount") shall be owed on such Set-Off Date by the Party with the larger aggregate obligation. The obligation of a Party to settle a Net Set-Off Amount on the Set-Off Date shall be deferred (with interest accruing at the rate and for the period specified in Section 4.5(b) hereof) until the occurrence of the first subsequent Settlement Date if any Settlement Amount is still to be determined. <br> | ||
4.2 ''Discharge of Settlement Amount'' If a Settlement Amount has been set off in whole or in part on a Set-Off Date, such Settlement Amount shall, to the extent of such set-off, be deemed to have been discharged and no longer due under the relevant Closed-Out Agreement. <br> | 4.2 ''Discharge of Settlement Amount'' If a Settlement Amount has been set off in whole or in part on a Set-Off Date, such Settlement Amount shall, to the extent of such set-off, be deemed to have been discharged and no longer due under the relevant Closed-Out Agreement. <br> | ||
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(b) ''Interest on Net Set-Off Amounts'' Each Net Set-Off Amount shall bear interest (computed on the basis of daily compounding and the actual number of days elapsed over a year of such number of days as is customary for transactions involving the Base Currency in the London interbank market) at a rate per annum equal to the average of the rates at which overnight deposits in the Base Currency are offered by two major banks (selected by the Closing-Out Party) in the London interbank market at or about 11:00 a.m. (London time) on the Set-Off Date and each day for which such amount remains unpaid, or, if no such rate is available, at such rate as the Closing-Out Party may reasonably select, from (and including) the Set-Off Date therefor to (but excluding) the earlier of the next subsequent Set-Off Date or the Final Settlement Date. <br> | (b) ''Interest on Net Set-Off Amounts'' Each Net Set-Off Amount shall bear interest (computed on the basis of daily compounding and the actual number of days elapsed over a year of such number of days as is customary for transactions involving the Base Currency in the London interbank market) at a rate per annum equal to the average of the rates at which overnight deposits in the Base Currency are offered by two major banks (selected by the Closing-Out Party) in the London interbank market at or about 11:00 a.m. (London time) on the Set-Off Date and each day for which such amount remains unpaid, or, if no such rate is available, at such rate as the Closing-Out Party may reasonably select, from (and including) the Set-Off Date therefor to (but excluding) the earlier of the next subsequent Set-Off Date or the Final Settlement Date. <br> | ||
(c) ''Interest on the Final Net Settlement Amount'' The Final Net Settlement Amount shall bear interest at the rate specified in Section 4.5(b) hereof plus 1% per annum from (and including) the Final Settlement Date to (but excluding) the date of actual payment. <br> | (c) ''Interest on the Final Net Settlement Amount'' The Final Net Settlement Amount shall bear interest at the rate specified in Section 4.5(b) hereof plus 1% per annum from (and including) the Final Settlement Date to (but excluding) the date of actual payment. <br> | ||
4.6 ''No Limitation of Other Rights'' The Closing-Out Party's rights under this Section 4 shall be in addition to, and not in limitation or exclusion of, any other rights, including rights of set-off which the Closing- Out Party may have (whether by agreement, operation of law or otherwise.}} | 4.6 ''No Limitation of Other Rights'' The Closing-Out Party's rights under this Section 4 shall be in addition to, and not in limitation or exclusion of, any other rights, including rights of set-off which the Closing- Out Party may have (whether by agreement, operation of law or otherwise.}} | ||
{{c2|Netting|Commodities}} | {{c2|Netting|Commodities}} |