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| {{EFET Allowance Annex 7.3}} | | {{EFET Allowance Annex 7.3}} |
| {{EFET Allowance Annex 7.4}} | | {{EFET Allowance Annex 7.4}} |
| :§ 7.3 '''{{efetaprov|Notification and Mitigation of Force Majeure}}'''. The first Party learning of the occurrence of an event of {{efetaprov|Force Majeure}} shall, as soon as practicable, notify the other Party of the commencement of {{efetaprov|Force Majeure}}. Each Party shall then undertake in good faith to determine, and notify the other Party with, to the extent then available, a non-binding estimate of the extent and expected duration of the {{efetaprov|Force Majeure}} event and its impact on performance of all {{efetaprov|Allowance Transaction}}(s) affected by the event of {{efetaprov|Force Majeure}}. The {{efetaprov|Affected Party}} shall use all commercially reasonable efforts to mitigate the effects of {{efetaprov|Force Majeure}} and shall, during the continuation of {{efetaprov|Force Majeure}}, provide the other Party with reasonable updates, when and if available, of the extent and expected duration of its inability to perform. <br>
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| § {{efetaprov|7.4}} '''{{efetaprov|Settlement of Allowance Transaction Prevented by Force Majeure}}'''.
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| :(a) Termination for {{efetaprov|Force Majeure}}. Where {{efetaprov|Force Majeure}} continues for a period of time ending on the earlier to occur of: (a) a period of nine (9) {{efetaprov|Delivery Business Day}}s from the date that, but for {{efetaprov|Force Majeure}}, would have been the {{efetaprov|Delivery Date}} of the relevant {{efetaprov|Allowance Transaction}}(s); (b) the Reconciliation Deadline; or (c) the day which falls three (3) {{efetaprov|Delivery Business Day}}s prior to the {{efetaprov|End of Phase Reconciliation Deadline}}, either Party may, by written notice to the other Party, terminate all (but not less than all) of the {{efetaprov|Allowance Transaction}}(s) affected by {{efetaprov|Force Majeure}}.
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| :(b) {{efetaprov|Force Majeure}} Termination Payment. In the event and to the extent that an {{efetaprov|Allowance Transaction}} is terminated in accordance with § {{efetaprov|7.4}}(a), the Parties’ corresponding {{efetaprov|Transfer}} and acceptance of {{efetaprov|Transfer}} obligations under the terminated {{efetaprov|Allowance Transaction}}(s) shall be released and discharged. By specifying in Part II of this {{efetaprov|Allowances Appendix}} which of the following subparagraphs (i), (ii) or (iii) they wish to be operative, the Parties shall designate the consequences that will follow as a result of the {{efetaprov|Force Majeure}} event and what, if any, rights and obligations they wish to apply between them in the event of termination of an {{efetaprov|Allowance Transaction}} due to Force Majeure:
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| ::(i) '''{{efetaprov|No Termination Payment}}'''. {{efetaprov|No Termination Payment}} or other financial settlement obligation shall be applicable (other than, [[For the avoidance of doubt]], payment for any {{efetaprov|Allowance}}s Transferred under such {{efetaprov|Allowance Transaction}} which were not prevented due to {{efetaprov|Force Majeure}} and/or payment of any damages due for non-performance of any portion of the terminated {{efetaprov|Allowance Transaction}} not excused due to {{efetaprov|Force Majeure}} (hereinafter collectively, “'''{{efetaprov|Unpaid Amounts}}'''”) and each Party shall be permanently released and discharged of any further obligations with respect to the {{efetaprov|Allowance Transaction}} terminated by reason of {{efetaprov|Force Majeure}}.
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| ::(ii) '''{{efetaprov|Two-Way Market Quotation Termination Payment}}'''. Each Party shall obtain three (3) mid-market quotations from Dealers for replacement {{efetaprov|Allowance Transaction}}(s) on the same terms as the unperformed portion(s) of the relevant {{efetaprov|Allowance Transaction}}(s) affected by {{efetaprov|Force Majeure}} (without taking into account the current credit-worthiness of the requesting Party or any {{efetaprov|Credit Support Document}}s or other {{efetaprov|Performance Assurance}} between the Parties). 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 determined by one Party (“X”) and the lower amount determined by the other Party (“Y”) and (ii) any {{efetaprov|Unpaid Amounts}} owing to X; less (B) any {{efetaprov|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 the three (3) mid-market quotations cannot be obtained, all quotations will be deemed to be zero (0) and no payment shall be due in respect of the termination of such {{efetaprov|Allowance Transaction}}.
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| ::(iii) '''{{efetaprov|Two-Way Loss Termination Payment}}'''. Each Party will determine its {{efetaprov|Loss}} in respect of the relevant {{efetaprov|Allowance Transaction}}(s) and an amount will be payable equal to one half of the difference between the {{efetaprov|Loss}} of the Party with the higher {{efetaprov|Loss}} (“X”) and the {{efetaprov|Loss}} of the Party with the lower {{efetaprov|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.
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| :Payments due under this § {{efetaprov|7.4}}(b) shall, unless otherwise agreed, be invoiced and made in accordance with the requirements of the {{efetaprov|Payment Cycle}} selected by the Parties in respect of § 13.2 (Payment).
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| {{EFET Allowance Annex 7.5}} | | {{EFET Allowance Annex 7.5}} |