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| {{pgmslaprov|5}} '''{{pgmslaprov|Collateral}}'''<br>
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| {{pgmslaprov|5.1}} {{pgmslaprov|Delivery of Collateral on commencement of Loan}}
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| :Subject to the other provisions of this paragraph 5, {{pgmslaprov|Borrower}} undertakes to deliver {{pgmslaprov|Collateral}} to the relevant {{pgmslaprov|Secured Account}}s so that in respect of each Loan the condition precedent specified in paragraph 3.2(b) is satisfied.
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| {{pgmslaprov|5.2}} {{pgmslaprov|Deliveries through securities settlement systems generating automatic payments}}
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| :Unless otherwise agreed between the {{pgmslaprov|Parties}}, where any {{pgmslaprov|Securities}} or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} are transferred through a book entry transfer or settlement system which automatically generates a payment or {{pgmslaprov|Delivery}}, or obligation to pay or deliver, against the transfer of such {{pgmslaprov|Securities}}, then such automatically generated payment, {{pgmslaprov|Delivery}} or obligation shall be treated as a payment or {{pgmslaprov|Delivery}} by the transferee to the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect payment or {{pgmslaprov|Delivery}}, the Party so treated as receiving such payment or {{pgmslaprov|Delivery}} shall cause to be made to the other Party for value the same day either, where such transfer is a payment, an irrevocable payment in the amount of such transfer or, where such transfer is a {{pgmslaprov|Delivery}}, an irrevocable {{pgmslaprov|Delivery}} of {{pgmslaprov|Securities}} (or other property, as the case may be) {{pgmslaprov|Equivalent}} to such property.
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| {{pgmslaprov|5.3}} {{pgmslaprov|Marking to Market of Collateral during the currency of a Loan}} <br>
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| :Unless otherwise agreed between the {{pgmslaprov|Parties}}:
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| :{{pgmslaprov|5.3(a)}} the aggregate {{pgmslaprov|Market Value}} of the {{pgmslaprov|Posted Collateral}} in respect of all outstanding Loans and, as of the relevant {{pgmslaprov|Settlement Date}} or any earlier time agreed between the {{pgmslaprov|Parties}} for the {{pgmslaprov|Delivery}} of {{pgmslaprov|Collateral}} with respect to any {{pgmslaprov|Unsettled Loans}}, such {{pgmslaprov|Unsettled Loans}}, shall equal the aggregate of:
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| ::{{pgmslaprov|5.3(a)(i)}} the {{pgmslaprov|Market Value}}s of {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to the {{pgmslaprov|Loaned Securities}}; plus
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| ::{{pgmslaprov|5.3(a)(ii)}} all amounts (if any) due and payable by {{pgmslaprov|Borrower}} under this Agreement but which are unpaid; plus
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| ::{{pgmslaprov|5.3(a)(iii)}} if agreed between the {{pgmslaprov|Parties}} and if the {{pgmslaprov|Income Record Date}} has occurred in respect of any {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to {{pgmslaprov|Loaned Securities}}, the amount or {{pgmslaprov|Market Value}} of {{pgmslaprov|Income}} payable in respect of such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in respect of such Loans; plus
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| ::{{pgmslaprov|5.3(a)(iv)}} if agreed between the {{pgmslaprov|Parties}}, any amounts which have accrued pursuant to paragraph 7
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| (the {{pgmslaprov|Required Collateral Value}});
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| :{{pgmslaprov|5.3(b)}} if on any {{pgmslaprov|Business Day}} the aggregate {{pgmslaprov|Market Value}} of the {{pgmslaprov|Posted Collateral}} exceeds the {{pgmslaprov|Required Collateral Value}} applicable on that day, {{pgmslaprov|Lender}} shall in the manner provided by the {{pgmslaprov|Control Agreement}} instruct {{pgmslaprov|Custodian}} to transfer to {{pgmslaprov|Borrower}} from the relevant {{pgmslaprov|Secured Account}} by {{pgmslaprov|Close of Business}} on the relevant {{pgmslaprov|Business Day}} {{pgmslaprov|Posted Collateral}} having a {{pgmslaprov|Market Value}} at the date of transfer as close as practicable to (but not exceeding) the amount of the excess;
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| :{{pgmslaprov|5.3(c)}} if on any {{pgmslaprov|Business Day}} the aggregate {{pgmslaprov|Market Value}} of the {{pgmslaprov|Posted Collateral}} falls below the {{pgmslaprov|Required Collateral Value}} applicable on that day, {{pgmslaprov|Borrower}} shall in the manner provided by the {{pgmslaprov|Control Agreement}} deliver and, in the case of {{pgmslaprov|Cash Collateral}}, transfer into the relevant {{pgmslaprov|Secured Account}} by {{pgmslaprov|Close of Business}} on the relevant {{pgmslaprov|Business Day}}, such further {{pgmslaprov|Collateral}} having a {{pgmslaprov|Market Value}} as at the date of transfer as close as practicable to (but not less than) the amount of the deficiency; and
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| :{{pgmslaprov|5.3(d)}} each Party agrees that any transfer of {{pgmslaprov|Collateral}} into or out of the {{pgmslaprov|Secured Account}}s will be effected only in accordance with the {{pgmslaprov|Control Agreement}}.
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| {{pgmslaprov|5.4}} {{pgmslaprov|Instructions relating to the Required Collateral Value and responsibility for the Custodian}} <br>
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| :{{pgmslaprov|5.4(a)}} Unless otherwise agreed, no later than the {{pgmslaprov|Notification Time}} on each {{pgmslaprov|Business Day}}:
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| ::{{pgmslaprov|5.4(a)(i)}} each Party will notify the other Party of its determination of the {{pgmslaprov|Required Collateral Value}}; and
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| ::{{pgmslaprov|5.4(a)(ii)}} each Party shall notify the {{pgmslaprov|Custodian}} in accordance with the terms of the {{pgmslaprov|Control Agreement}} of the {{pgmslaprov|Required Collateral Value}} so determined by it.
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| :{{pgmslaprov|5.4(b)}} {{pgmslaprov|Borrower}} will be liable for the acts or omissions of {{pgmslaprov|Custodian}} to the same extent that {{pgmslaprov|Borrower}} would be liable hereunder for its own acts or omissions and any such act or omission of {{pgmslaprov|Custodian}} will be deemed to be the act or omission of {{pgmslaprov|Borrower}} for purposes of Paragraph 10.1. {{pgmslaprov|Lender}} will not be liable for the acts or omissions of {{pgmslaprov|Custodian}}.
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| :{{pgmslaprov|5.4(c)}} Any obligation of {{pgmslaprov|Lender}} to instruct {{pgmslaprov|Custodian}} to transfer {{pgmslaprov|Posted Collateral}} to {{pgmslaprov|Borrower}} will be deemed satisfied by {{pgmslaprov|Lender}} sending appropriate instructions to {{pgmslaprov|Custodian}} in accordance with the terms of the {{pgmslaprov|Control Agreement}}. For the avoidance of doubt, {{pgmslaprov|Lender}} will bear no liability for any failure by {{pgmslaprov|Custodian}} to comply with such instructions and no failure by the {{pgmslaprov|Custodian}} to transfer {{pgmslaprov|Posted Collateral}} to {{pgmslaprov|Borrower}} under this Agreement will constitute an {{pgmslaprov|Event of Default}} with respect to {{pgmslaprov|Lender}}.
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| {{pgmslaprov|6}} '''{{pgmslaprov|Distributions and Corporate Actions}}''' <br>
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| {{pgmslaprov|6.1}} '''{{pgmslaprov|Manufactured payments in respect of Loaned Securities}}''' <br>
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| :Where the term of a Loan extends over an {{pgmslaprov|Income Record Date}} in respect of any {{pgmslaprov|Loaned Securities}} or an {{pgmslaprov|Income Record Date}} in respect of any such {{pgmslaprov|Securities}} occurs after the end of the term of the relevant Loan but before {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} have been delivered to {{pgmslaprov|Lender}}, {{pgmslaprov|Borrower}} shall, on the date such {{pgmslaprov|Income}} is paid by the issuer, or on such other date as the {{pgmslaprov|Parties}} may from time to time agree, pay or deliver to {{pgmslaprov|Lender}} such sum of money or property as is agreed between the {{pgmslaprov|Parties}} or, failing such agreement, a sum of money or property {{pgmslaprov|Equivalent}} to (and in the same currency as) the type and amount of such {{pgmslaprov|Income}} that would be received by {{pgmslaprov|Lender}} (after any applicable withholding or deduction for or on account of {{pgmslaprov|Tax}}) in respect of such {{pgmslaprov|Loaned Securities}} assuming such {{pgmslaprov|Securities}} were not loaned to {{pgmslaprov|Borrower}} and were retained by {{pgmslaprov|Lender}} on the {{pgmslaprov|Income Record Date}}.
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| {{pgmslaprov|6.2}} '''{{pgmslaprov|Income in the form of Securities}}''' <br>
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| :Where {{pgmslaprov|Income}}, in the form of {{pgmslaprov|Securities}}, is paid in relation to any {{pgmslaprov|Loaned Securities}}, such {{pgmslaprov|Securities}} shall be added to such {{pgmslaprov|Loaned Securities}} (and shall constitute {{pgmslaprov|Loaned Securities}} and be part of the relevant Loan) and will not be delivered to {{pgmslaprov|Lender}} until the end of the relevant Loan, provided that {{pgmslaprov|Lender}} fulfils its obligations under paragraph 5.3 with respect to the additional {{pgmslaprov|Loaned Securities}}.
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| {{pgmslaprov|6.3}} '''{{pgmslaprov|Exercise of voting rights}}''' <br>
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| :Where any voting rights fall to be exercised in relation to any {{pgmslaprov|Loaned Securities}}, {{pgmslaprov|Borrower}} shall have no obligation to arrange for voting rights of that kind to be exercised in accordance with the instructions of {{pgmslaprov|Lender}} in relation to the {{pgmslaprov|Securities}} borrowed by it, unless otherwise agreed between the {{pgmslaprov|Parties}}.
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| {{pgmslaprov|6.4}} '''{{pgmslaprov|Corporate actions}}''' <br>
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| :Where, in respect of any {{pgmslaprov|Loaned Securities}}, any rights relating to conversion, sub- division, consolidation, pre-emption, rights arising under a takeover offer, rights to receive {{pgmslaprov|Securities}} or a certificate which may at a future date be exchanged for {{pgmslaprov|Securities}} or other rights, including those requiring election by the holder for the time being of such {{pgmslaprov|Securities}}, become exercisable prior to the {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, then {{pgmslaprov|Lender}} may, within a reasonable time before the latest time for the exercise of the right or option give written notice to {{pgmslaprov|Borrower}} that on {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} it wishes to receive {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in such form as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.
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| {{pgmslaprov|7}} '''{{pgmslaprov|Rates Applicable to Loaned Securities}}''' <br>
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| :In respect of each Loan, {{pgmslaprov|Borrower}} shall pay to {{pgmslaprov|Lender}} sums calculated by applying such rate as shall be agreed between the {{pgmslaprov|Parties}} from time to time to the daily {{pgmslaprov|Market Value}} of the {{pgmslaprov|Loaned Securities}}. In respect of each Loan, such payments shall accrue daily in respect of the period commencing on and inclusive of the {{pgmslaprov|Settlement Date}} and terminating on and exclusive of the {{pgmslaprov|Business Day}} upon which {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} are delivered. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrears by {{pgmslaprov|Borrower}} not later than the {{pgmslaprov|Business Day}} which is the tenth {{pgmslaprov|Business Day}} after the last {{pgmslaprov|Business Day}} of the calendar month to which such payments relate or such other date as the {{pgmslaprov|Parties}} shall from time to time agree.
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| {{pgmslaprov|8}} '''{{pgmslaprov|Delivery of Equivalent Securities}}''' <br>
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| {{pgmslaprov|8.1}} '''{{pgmslaprov|Lender’s right to terminate a Loan}}''' <br>
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| :Subject to paragraph {{pgmslaprov|11}} and the terms of the relevant Loan, {{pgmslaprov|Lender}} shall be entitled to terminate a Loan and to call for the {{pgmslaprov|Delivery}} of all or any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} at any time by giving notice on any {{pgmslaprov|Business Day}} of not less than the standard settlement time for such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} on the exchange or in the clearing organisation through which the {{pgmslaprov|Loaned Securities}} were originally delivered. {{pgmslaprov|Borrower}} shall deliver such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} not later than the expiry of such notice in accordance with {{pgmslaprov|Lender}}'s instructions.
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| {{pgmslaprov|8.2}} '''{{pgmslaprov|Borrower’s right to terminate a Loan}}''' <br>
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| :Subject to the terms of the relevant {{pgmslaprov|Loan}}, {{pgmslaprov|Borrower}} shall be entitled at any time to terminate a Loan and to deliver all and any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} due and outstanding to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instructions and {{pgmslaprov|Lender}} shall accept such {{pgmslaprov|Delivery}}.
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| {{pgmslaprov|8.3}} '''{{pgmslaprov|Non-Defaulting Party's right to terminate all Loans}}''' <br>
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| :If any of the events specified in sub-paragraphs (a) to (j) inclusive of paragraph 10.1 has occurred and is continuing and provided always that no {{pgmslaprov|Event of Default}} has occurred, and notwithstanding the scheduled termination dates of the relevant Loans, the {{pgmslaprov|Non-Defaulting Party}} shall be entitled on any {{pgmslaprov|Business Day}} to terminate all Loans by giving written notice to {{pgmslaprov|Defaulting Party}} of such election under this paragraph 8.3 and, where the {{pgmslaprov|Non-Defaulting Party}} gives such a notice, (i) each such Loan will terminate on the expiry of the standard settlement time commencing on the date on which the {{pgmslaprov|Non-Defaulting Party}}'s notice was given and {{pgmslaprov|Borrower}} will, in respect of each such Loan, not later than such expiration date deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in respect of the relevant Loan to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instruction and (ii) any amounts accrued under paragraph 7 shall be accelerated and immediately payable. For the avoidance of doubt, if {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with this paragraph, {{pgmslaprov|Lender}} will be entitled to exercise the remedies provided to it in paragraph 9.1.
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| {{pgmslaprov|8.4}} '''{{pgmslaprov|Delivery of Equivalent Securities on termination of a Loan}}''' <br>
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| :Upon termination of a Loan, whether pursuant to any of paragraph 8.1 to 8.3 or otherwise in accordance with this Agreement and the terms of the relevant Loan, {{pgmslaprov|Borrower}} shall procure the {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} to {{pgmslaprov|Lender}} or deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, such {{pgmslaprov|Delivery}} to be effected in accordance with this Agreement and the terms of the relevant Loan. For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the {{pgmslaprov|Parties}} (howsoever expressed) to an obligation to deliver or account for or act in relation to {{pgmslaprov|Loaned Securities}} shall accordingly be construed as a reference to an obligation to deliver or account for or act in relation to {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}.
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| {{pgmslaprov|9}} '''{{pgmslaprov|Failure to Deliver}}''' <br>
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| {{pgmslaprov|9.1}} '''{{pgmslaprov|Borrower’s failure to deliver Equivalent Securities}}''': If {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with paragraph 8.1 to 8.3 {{pgmslaprov|Lender}} may:
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| :{{pgmslaprov|9.1(a)}} elect to continue the Loan (which, for the avoidance of doubt, shall continue to be taken into account for the purposes of paragraph 5.3); or
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| :{{pgmslaprov|9.1(b)}} at any time while such failure continues, by written notice to {{pgmslaprov|Borrower}} declare that that Loan (but only that Loan) shall be terminated immediately in accordance with paragraph {{pgmslaprov|11.2}} as if (i) an {{pgmslaprov|Event of Default}} had occurred in relation to {{pgmslaprov|Borrower}}, (ii) references to the Termination Date were to the date on which notice was given under this sub-paragraph, and (iii) the {{pgmslaprov|Loan}} were the only {{pgmslaprov|Loan}} outstanding. For the avoidance of doubt, any such failure shall not constitute an {{pgmslaprov|Event of Default}} (including under paragraph {{pgmslaprov|10.1(i)}}) unless the {{pgmslaprov|Parties}} otherwise agree.
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| {{pgmslaprov|9.2}} '''{{pgmslaprov|Failure by either Party to deliver or instruct Delivery}}''': Where {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, or {{pgmslaprov|Lender}} fails to instruct {{pgmslaprov|Custodian}} to deliver {{pgmslaprov|Posted Collateral}}, in either case by the time required under this Agreement or within such other period as may be agreed between such Party (the Transferor) and the other Party (the Transferee), and the Transferee:
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| :{{pgmslaprov|9.2(a)}} incurs interest, overdraft or similar costs and expenses; or
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| :{{pgmslaprov|9.2(b)}} incurs costs and expenses as a direct result of a {{pgmslaprov|Buy-in}} exercised against it by a third party,
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| :then the Transferor agrees to pay within one {{pgmslaprov|Business Day}} of a demand from the Transferee and hold harmless the Transferee with respect to all reasonable costs and expenses listed in sub-paragraphs (a) and (b) above properly incurred which arise directly from such failure other than (i) such costs and expenses which arise from the negligence or wilful default of the Transferee and (ii) any indirect or consequential losses.
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| {{pgmslaprov|10}} '''{{pgmslaprov|Events of Default}}''' <br>
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| {{pgmslaprov|10.1}} Each of the following events occurring and continuing in relation to either Party (the {{pgmslaprov|Defaulting Party}}, the other Party being the {{pgmslaprov|Non-Defaulting Party}}) shall be an {{pgmslaprov|Event of Default}} but only where the {{pgmslaprov|Non-Defaulting Party}} serves written notice on the {{pgmslaprov|Defaulting Party}} declaring such event to be an {{pgmslaprov|Event of Default}}:
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| :{{pgmslaprov|10.1(a)}} {{pgmslaprov|Borrower}} failing to comply with its obligations to deliver {{pgmslaprov|Collateral}} under paragraph 5 on the due date;
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| :{{pgmslaprov|10.1(b)}} {{pgmslaprov|Borrower}} failing to comply with its obligations under paragraph 6.1 upon the due date and not remedying such failure within three {{pgmslaprov|Business Day}}s after {{pgmslaprov|Lender}} serves written notice requiring it to remedy such failure;
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| :{{pgmslaprov|10.1(c)}} {{pgmslaprov|Borrower}} failing to pay any sum due under paragraph 9.1(b) or 9.2 upon the due date;
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| :{{pgmslaprov|10.1(d)}} an {{pgmslaprov|Act of Insolvency}} occurring with respect to {{pgmslaprov|Lender}} or {{pgmslaprov|Borrower}};
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| :{{pgmslaprov|10.1(e)}} any warranty made by {{pgmslaprov|Lender}} or {{pgmslaprov|Borrower}} in paragraph 13 or paragraphs 14(a) to 14(h) or in the {{pgmslaprov|Security Agreement}} being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated;
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| :{{pgmslaprov|10.1(f)}} {{pgmslaprov|Lender}} or {{pgmslaprov|Borrower}} admitting to the other that it is unable to, or it intends not to, perform any of its obligations under this Agreement or the {{pgmslaprov|Security Agreement}} and/or in respect of any {{pgmslaprov|Loan}} where such failure to perform would with the service of notice or lapse of time constitute an {{pgmslaprov|Event of Default}};
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| :{{pgmslaprov|10.1(g)}} all or any material part of the assets of {{pgmslaprov|Lender}} or {{pgmslaprov|Borrower}} being transferred or ordered to be transferred to a trustee (or a person exercising similar functions) by a regulatory authority pursuant to any legislation;
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| :{{pgmslaprov|10.1(h)}} {{pgmslaprov|Lender}} (if applicable) or {{pgmslaprov|Borrower}} being declared in default or being suspended or expelled from membership of or participation in, any {{pgmslaprov|Securities}} exchange or suspended or prohibited from dealing in {{pgmslaprov|Securities}} by any regulatory authority, in each case on the grounds that it has failed to meet any requirements relating to financial resources or credit rating;
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| :{{pgmslaprov|10.1(i)}} {{pgmslaprov|Lender}} or {{pgmslaprov|Borrower}} failing to perform any other of its obligations under this Agreement and not remedying such failure within 30 days after the Non-Defaulting Party}} serves written notice requiring it to remedy such failure; or
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| :{{pgmslaprov|10.1(k)}} in relation to the {{pgmslaprov|Security Agreement}}, (i) {{pgmslaprov|Borrower}} failing to perform any of its obligations under the {{pgmslaprov|Security Agreement}}, (ii) the expiration or termination of the {{pgmslaprov|Security Agreement}}, (iii) any security interest granted by {{pgmslaprov|Borrower}} therein, ceasing to be or otherwise not being in full force and effect or (iv) {{pgmslaprov|Borrower}} disaffirming, disclaiming, repudiating or rejecting, in whole or in part, or challenging the validity of, such {{pgmslaprov|Security Agreement}} (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf), provided that in each such case, the {{pgmslaprov|Defaulting Party}} shall be deemed to be {{pgmslaprov|Borrower}}.
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| {{pgmslaprov|10.2}} Each Party shall notify the other (in writing) if an {{pgmslaprov|Event of Default}} or an event which, with the passage of time and/or upon the serving of a written notice as referred to above, would be an {{pgmslaprov|Event of Default}}, occurs in relation to it.
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| {{pgmslaprov|10.3}} Subject to paragraphs {{pgmslaprov|9}} and {{pgmslaprov|11}}, neither {{pgmslaprov|Party}} may claim any sum by way of [[consequential loss]] or damage [[in the event of]] failure by the other {{pgmslaprov|Party}} to perform any of its obligations under this {{pgmslaprov|Agreement}}.
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| {{pgmslaprov|11}} '''{{pgmslaprov|Consequences of an Event of Default}}''' <br>
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| {{pgmslaprov|11.1}} If an {{pgmslaprov|Event of Default}} occurs in relation to either Party then paragraphs 11.2 to 11.8 below shall apply. <br>
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| {{pgmslaprov|11.2}} {{pgmslaprov|Borrower}}'s {{pgmslaprov|Delivery}} and payment obligations (and any other obligations {{pgmslaprov|Borrower}} has under the Agreement including, without limitation, any obligation to pay amounts which have accrued under paragraph 7) shall be accelerated so as to require performance thereof at the time such {{pgmslaprov|Event of Default}} occurs (the date of which shall be the Termination Date) so that performance of such obligations shall be effected only in accordance with the following provisions. <br>
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| :{{pgmslaprov|11.2(a)}} The {{pgmslaprov|Default Market Value}} of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} to be delivered by {{pgmslaprov|Borrower}} and any amount (including interest accrued) to be paid by {{pgmslaprov|Borrower}} shall be established by the {{pgmslaprov|Non-Defaulting Party}} in accordance with paragraph {{pgmslaprov|11.4}} and deemed as at the {{pgmslaprov|Termination Date}}.
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| :{{pgmslaprov|11.2(c)}} On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each Party to the other under this Agreement (on the basis that {{pgmslaprov|Lender}}’s claim against {{pgmslaprov|Borrower}} in respect of {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} is equal to the {{pgmslaprov|Default Market Value}} thereof) 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 payable on the next following {{pgmslaprov|Business Day}} after such account has been taken and such sums have been set off in accordance with this paragraph. For the purposes of this calculation, any sum not denominated in the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the spot rate prevailing at such dates and times determined by the {{pgmslaprov|Non-Defaulting Party}} acting reasonably.
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| {{pgmslaprov|11.3}} For the purposes of this Agreement, the {{pgmslaprov|Default Market Value}} of any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose:
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| :{{pgmslaprov|11.3(a)}} the Appropriate Market means, in relation to {{pgmslaprov|Securities}} of any description, the market which is the most appropriate market for {{pgmslaprov|Securities}} of that description, as determined by the {{pgmslaprov|Non-Defaulting Party}};
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| :{{pgmslaprov|11.3(b)}} the {{pgmslaprov|Default Valuation Time}} means, in relation to an {{pgmslaprov|Event of Default}}, the {{pgmslaprov|Close of Business}} in the Appropriate Market on the fifth dealing day after the day on which that {{pgmslaprov|Event of Default}} occurs;
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| :{{pgmslaprov|11.3(c)}} Net Value means at any time, in relation to any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, the amount which, in the reasonable opinion of the {{pgmslaprov|Non-Defaulting Party}}, represents their fair {{pgmslaprov|Market Value}}, having regard to such pricing sources and methods (which may include, without limitation, internal and external pricing sources, and available prices for {{pgmslaprov|Securities}} with similar maturities, terms and credit characteristics as the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}) as the Non- {{pgmslaprov|Defaulting Party}} considers appropriate less, where {{pgmslaprov|Lender}} is the {{pgmslaprov|Defaulting Party}}, or plus, where {{pgmslaprov|Borrower}} is the {{pgmslaprov|Defaulting Party}}, all Transaction Costs incurred or reasonably anticipated in connection with the purchase or sale of such {{pgmslaprov|Securities}}; and
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| :{{pgmslaprov|11.3(d)}} Transaction Costs in relation to any transaction contemplated in paragraph 11.4 or 11.5 means the reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed {{pgmslaprov|Delivery}}) incurred or reasonably anticipated in connection with, where {{pgmslaprov|Borrower}} is the {{pgmslaprov|Defaulting Party}}, the purchase of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} or, where {{pgmslaprov|Lender}} is the {{pgmslaprov|Defaulting Party}}, the sale of {{pgmslaprov|Equivalent}} {{pgmslaprov|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 transaction.
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| {{pgmslaprov|11.4}} If between the Termination Date and the {{pgmslaprov|Default Valuation Time}}:
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| :{{pgmslaprov|11.4(a)}} {{pgmslaprov|Borrower}} as {{pgmslaprov|Non-Defaulting Party}} has sold, or {{pgmslaprov|Lender}} as {{pgmslaprov|Non-Defaulting Party}} has purchased, {{pgmslaprov|Securities}} which form part of the same issue and are of an identical type and description as the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, (and regardless as to whether or not such sales or purchases have settled) such Non- {{pgmslaprov|Defaulting Party}} may elect to treat as the {{pgmslaprov|Default Market Value}}:
| |
| ::{{pgmslaprov|11.4(a)(i)}} in the case of such a sale by {{pgmslaprov|Borrower}} as {{pgmslaprov|Non-Defaulting Party}}, the net proceeds of such sale after deducting all Transaction Costs; provided that, where the {{pgmslaprov|Securities}} sold are not identical in amount to the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, {{pgmslaprov|Borrower}} as {{pgmslaprov|Non-Defaulting Party}} may, acting in good faith, either (A) elect to treat such net proceeds of sale divided by the amount of {{pgmslaprov|Securities}} sold and multiplied by the amount of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} as the {{pgmslaprov|Default Market Value}} or (B) elect to treat such net proceeds of sale of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} actually sold as the {{pgmslaprov|Default Market Value}} of that proportion of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, and, in the case of (B), the {{pgmslaprov|Default Market Value}} of the balance of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined separately in accordance with the provisions of this paragraph 11.4; or
| |
| ::{{pgmslaprov|11.4(a)(ii)}} in the case of such a purchase by {{pgmslaprov|Lender}} as {{pgmslaprov|Non-Defaulting Party}}, the aggregate cost of such purchase, including all Transaction Costs; provided that, where the {{pgmslaprov|Securities}} purchased are not identical in amount to the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, {{pgmslaprov|Lender}} as {{pgmslaprov|Non-Defaulting Party}} may, acting in good faith, either (A) elect to treat such aggregate cost divided by the amount of {{pgmslaprov|Securities}} purchased and multiplied by the amount of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} as the {{pgmslaprov|Default Market Value}} or (B) elect to treat the aggregate cost of purchasing the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} actually purchased as the {{pgmslaprov|Default Market Value}} of that proportion of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, and, in the case of (B), the {{pgmslaprov|Default Market Value}} of the balance of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined separately in accordance with the provisions of this paragraph 11.4;
| |
| :{{pgmslaprov|11.4(b)}} the {{pgmslaprov|Non-Defaulting Party}} has received, where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Borrower}}, bid quotations or, where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Lender}}, offer quotations in respect of {{pgmslaprov|Securities}} which form part of the same issue and are of an identical type and description as the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} from two or more market makers or regular dealers in the Appropriate Market in a commercially reasonable size (as determined by the {{pgmslaprov|Non-Defaulting Party}}) the {{pgmslaprov|Non-Defaulting Party}} may elect to treat as the {{pgmslaprov|Default Market Value}} of the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}:
| |
| ::{{pgmslaprov|11.4(b)(i)}} the price quoted (or where more than one price is so quoted, the arithmetic mean of the prices so quoted) by each of them for, where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Borrower}}, the purchase by the relevant market marker or dealer of such {{pgmslaprov|Securities}} or, where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Lender}}, the sale by the relevant market maker or dealer of such {{pgmslaprov|Securities}}, provided that such price or prices quoted may be adjusted in a commercially reasonable manner by the {{pgmslaprov|Non-Defaulting Party}} to reflect accrued but unpaid coupons not reflected in the price or prices quoted in respect of such {{pgmslaprov|Securities}};
| |
| ::{{pgmslaprov|11.4(b)(ii)}} after deducting, in the case where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Borrower}}, or adding, in the case where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Lender}}, the Transaction Costs which would be incurred or reasonably anticipated in connection with such transaction.
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| {{pgmslaprov|11.5}} If, acting in good faith, either (A) the {{pgmslaprov|Non-Defaulting Party}} has endeavoured but been unable to sell or purchase {{pgmslaprov|Securities}} in accordance with paragraph 11.4(a) above or to obtain quotations in accordance with paragraph 11.4(b) above (or both) or (B) the Non- {{pgmslaprov|Defaulting Party}} has determined that it would not be commercially reasonable to sell or purchase {{pgmslaprov|Securities}} at the prices bid or offered or to obtain such quotations, or that it would not be commercially reasonable to use any quotations which it has obtained under paragraph 11.4(b) above the {{pgmslaprov|Non-Defaulting Party}} may determine the Net Value of the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} (which shall be specified) and the {{pgmslaprov|Non-Defaulting Party}} may elect to treat such Net Value as the {{pgmslaprov|Default Market Value}} of such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}.
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| {{pgmslaprov|11.6}} To the extent that the {{pgmslaprov|Non-Defaulting Party}} has not determined the {{pgmslaprov|Default Market Value}} in accordance with paragraph 11.4, the {{pgmslaprov|Default Market Value}} of the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be an amount equal to their Net Value at the {{pgmslaprov|Default Valuation Time}}; provided that, if at the {{pgmslaprov|Default Valuation Time}} the {{pgmslaprov|Non-Defaulting Party}} reasonably determines that, owing to circumstances affecting the market in the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in question, it is not reasonably practicable for the Non- {{pgmslaprov|Defaulting Party}} to determine a Net Value of such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} which is commercially reasonable (by reason of lack of tradable prices or otherwise), the {{pgmslaprov|Default Market Value}} of such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be an amount equal to their Net Value as determined by the {{pgmslaprov|Non-Defaulting Party}} as soon as reasonably practicable after the {{pgmslaprov|Default Valuation Time}}.
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| :{{pgmslaprov|Other costs, expenses and interest payable in consequence of an Event of Default}}
| |
| {{pgmslaprov|11.7}} The {{pgmslaprov|Defaulting Party}} shall be liable to the {{pgmslaprov|Non-Defaulting Party}} for the amount of all reasonable legal and other professional expenses incurred by the {{pgmslaprov|Non-Defaulting Party}} in connection with or as a consequence of an {{pgmslaprov|Event of Default}}, together with interest thereon at such rate as is agreed by the {{pgmslaprov|Parties}} and specified in paragraph 10 of the Schedule or, failing such agreement, the overnight LIBOR as at 11.00 a.m., London time, on the date on which it is to be determined or, in the case of an expense attributable to a particular transaction and, where the {{pgmslaprov|Parties}} have previously agreed a rate of interest for the transaction, that rate of interest if it is greater than LIBOR. Interest will accrue daily on a compound basis.
| |
| :{{pgmslaprov|Set-off}}
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| {{pgmslaprov|11.8}} Any amount payable to one Party (the {{pgmslaprov|Payee}}) by the other Party (the {{pgmslaprov|Payer}}) under paragraph 11.2(b) may, at the option of the {{pgmslaprov|Non-Defaulting Party}}, be reduced by its set- off against any amount payable (whether at such time or in the future or upon the occurrence of a contingency) by the {{pgmslaprov|Payee}} to the {{pgmslaprov|Payer}} (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement between the {{pgmslaprov|Payee}} and the {{pgmslaprov|Payer}} or instrument or undertaking issued or executed by one Party to, or in favour of, the other Party. If an obligation is unascertained, the Non- {{pgmslaprov|Defaulting Party}} may in good faith estimate that obligation and set off in respect of the estimate, subject to accounting to the other Party when the obligation is ascertained. Nothing in this paragraph shall be effective to create a charge or other security interest. This paragraph shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise).
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| {{pgmslaprov|12}} {{pgmslaprov|Tax}}es
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| :{{pgmslaprov|Withholding, gross-up and provision of information}}
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| {{pgmslaprov|12.2}} All payments under this Agreement shall be made without any deduction or withholding for or on account of any {{pgmslaprov|Tax}} unless such deduction or withholding is required by any {{pgmslaprov|Applicable Law}}.
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| {{pgmslaprov|12.3}} Except as otherwise agreed, if the paying Party is so required to deduct or withhold, then that Party ({{pgmslaprov|Payer}}) shall:
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| :{{pgmslaprov|12.3(a)}} promptly notify the other Party ({{pgmslaprov|Recipient}}) of such requirement;
| |
| :{{pgmslaprov|12.3(b)}} pay or otherwise account for the full amount required to be deducted or withheld to the relevant authority;
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| :{{pgmslaprov|12.3(c)}} upon written demand of {{pgmslaprov|Recipient}}, forward to {{pgmslaprov|Recipient}} documentation reasonably acceptable to {{pgmslaprov|Recipient}}, evidencing such payment to such authorities; and
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| :{{pgmslaprov|12.3(d)}} pay to {{pgmslaprov|Recipient}}, in addition to the payment to which {{pgmslaprov|Recipient}} is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the amount actually received by {{pgmslaprov|Recipient}} (after taking account of such withholding or deduction) will equal the amount {{pgmslaprov|Recipient}} would have received had no such deduction or withholding been required; provided {{pgmslaprov|Payer}} will not be required to pay any additional amount to {{pgmslaprov|Recipient}} under this sub- paragraph (d) to the extent it would not be required to be paid but for the failure by {{pgmslaprov|Recipient}} to comply with or perform any obligation under paragraph 12.3.
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| {{pgmslaprov|12.4}} Each Party agrees that it will upon written demand of the other Party deliver to such other Party (or to any government or other taxing authority as such other Party directs), any form or document and provide such other cooperation or assistance as may (in either case) reasonably be required in order to allow such other Party to make a payment under this Agreement without any deduction or withholding for or on account of any {{pgmslaprov|Tax}} or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document, or the provision of such cooperation or assistance, would not materially prejudice the legal or commercial position of the Party in receipt of such demand). Any such form or document shall be accurate and completed in a manner reasonably satisfactory to such other Party and shall be executed and delivered with any reasonably required certification by such date as is agreed between the {{pgmslaprov|Parties}} or, failing such agreement, as soon as reasonably practicable.
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| :{{pgmslaprov|Stamp Tax}}
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| {{pgmslaprov|12.5}} Unless otherwise agreed, {{pgmslaprov|Borrower}} hereby undertakes promptly to pay and account for any {{pgmslaprov|Stamp Tax}} chargeable in connection with any transaction effected pursuant to or contemplated by this Agreement (other than any {{pgmslaprov|Stamp Tax}} that would not be chargeable but for {{pgmslaprov|Lender}}'s failure to comply with its obligations under this Agreement).
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| {{pgmslaprov|12.6}} {{pgmslaprov|Borrower}} shall indemnify and keep indemnified {{pgmslaprov|Lender}} against any liability arising as a result of {{pgmslaprov|Borrower}}'s failure to comply with its obligations under paragraph 12.4.
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| :{{pgmslaprov|Sales Tax}}
| |
| {{pgmslaprov|12.7}} All sums payable by one Party to another under this Agreement are exclusive of any {{pgmslaprov|Sales Tax}} chargeable on any supply to which such sums relate and an amount equal to such {{pgmslaprov|Sales Tax}} shall in each case be paid by the Party making such payment on receipt of an appropriate {{pgmslaprov|Sales Tax}} invoice.
| |
| :{{pgmslaprov| Retrospective changes in law}}
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| {{pgmslaprov|12.8}} Unless otherwise agreed, amounts payable by one Party to another under this Agreement shall be determined by reference to {{pgmslaprov|Applicable Law}} as at the date of the relevant payment and no adjustment shall be made to amounts paid under this Agreement as a result of:
| |
| (a) any retrospective change in {{pgmslaprov|Applicable Law}} which is announced or enacted after the date of the relevant payment; or
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| (b) any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement).
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| {{pgmslaprov|13}} {{pgmslaprov| {{pgmslaprov|Lender}}'s Warranties}}
| |
| :{{pgmslaprov|Lender}} hereby warrants and undertakes to {{pgmslaprov|Borrower}} on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that:
| |
| :{{pgmslaprov|13.1(a)}} it is duly authorised and empowered to perform its duties and obligations under this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}};
| |
| :{{pgmslaprov|13.1(b)}} it is not restricted under the terms of its constitution or in any other manner from lending {{pgmslaprov|Securities}} in accordance with this Agreement or from otherwise performing its obligations hereunder and under the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}};
| |
| :{{pgmslaprov|13.1(c)}} it is absolutely entitled to pass full legal and beneficial ownership of all {{pgmslaprov|Securities}} provided by it hereunder to {{pgmslaprov|Borrower}} free from all liens, charges and encumbrances; and
| |
| :{{pgmslaprov|13.1(d)}} it is acting as principal in respect of this Agreement, other than in respect of an Agency Loan.
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| {{pgmslaprov|14}} {{pgmslaprov| {{pgmslaprov|Borrower}}'s Warranties}}
| |
| :{{pgmslaprov|Borrower}} hereby warrants and undertakes to {{pgmslaprov|Lender}} on a continuing basis to the intent that such warranties shall survive the completion of any transaction contemplated herein that:
| |
| :{{pgmslaprov|14.1(a)}} it has all necessary licences and approvals, and is duly authorised and empowered, to perform its duties and obligations under this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} and will do nothing prejudicial to the continuation of such authorisation, licences or approvals;
| |
| :{{pgmslaprov|14.1(b)}} it is not restricted under the terms of its constitution or in any other manner from borrowing {{pgmslaprov|Securities}} in accordance with this Agreement or from otherwise performing its obligations hereunder and under the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}};
| |
| :{{pgmslaprov|14.1(c)}} it has the power to grant a security interest in the assets over which it is expressed to grant security under the {{pgmslaprov|Security Agreement}} and has taken all necessary action to authorise the granting of that security interest;
| |
| :{{pgmslaprov|14.1(d)}} it is the beneficial owner of all {{pgmslaprov|Collateral}} (and rights thereto) which is credited to the {{pgmslaprov|Secured Account}}s under this Agreement, the {{pgmslaprov|Security Agreement}} or the {{pgmslaprov|Control Agreement}}, free and clear of any encumbrance or other interest or restriction other than each security interest granted under the {{pgmslaprov|Security Agreement}}, any security interest in favour of the {{pgmslaprov|Custodian}} expressly referred to in the {{pgmslaprov|Control Agreement}} and other than any lien routinely imposed on all {{pgmslaprov|Securities}} in a clearing system in which any such {{pgmslaprov|Collateral}} may be held and each such item of {{pgmslaprov|Collateral}} is fully paid and is not subject to any option to purchase or similar rights;
| |
| :{{pgmslaprov|14.1(e)}} upon the credit of any {{pgmslaprov|Collateral}} to the {{pgmslaprov|Secured Account}}s under this Agreement or the {{pgmslaprov|Security Agreement}}, {{pgmslaprov|Lender}} will have a valid and perfected first priority security interest in such {{pgmslaprov|Collateral}} except to the extent subordinated to any lien routinely imposed on all {{pgmslaprov|Securities}} in a clearing system in which any such {{pgmslaprov|Collateral}} may be held;
| |
| :{{pgmslaprov|14.1(f)}} the performance by it of its obligations under this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} will not result in the creation of any security interest, lien or other encumbrance in or on any {{pgmslaprov|Posted Collateral}} other than the security interest created by the {{pgmslaprov|Security Agreement}} (and other than any lien routinely imposed on all {{pgmslaprov|Securities}} in a clearing system in which any such {{pgmslaprov|Posted Collateral}} may be held, or any security interest in favour of the {{pgmslaprov|Custodian}} expressly referred to in the {{pgmslaprov|Control Agreement}});
| |
| :{{pgmslaprov|14.1(g)}} it is acting as principal in respect of this Agreement; and
| |
| :{{pgmslaprov|14.1(h)}} it is not entering into a {{pgmslaprov|Loan}} for the primary purpose of obtaining or exercising voting rights in respect of the {{pgmslaprov|Loaned Securities}}.
| |
| {{pgmslaprov|15}} {{pgmslaprov| Interest On Outstanding Payments}}
| |
| :In the event of either Party failing to remit sums in accordance with this Agreement such Party hereby undertakes to pay to the other Party upon demand interest (before as well as after judgment) on the net balance due and outstanding, for the period commencing on and inclusive of the original due date for payment to (but excluding) the date of actual payment, in the same currency as the principal sum and at the rate referred to in paragraph 11.7. Interest will accrue daily on a compound basis and will be calculated according to the actual number of days elapsed. No interest shall be payable under this paragraph in respect of any day on which one Party endeavours to make a payment to the other Party but the other Party is unable to receive it.
| |
| {{pgmslaprov|16}} {{pgmslaprov| Termination of this Agreement}}
| |
| :Each Party shall have the right to terminate the entry into of further Loans under this Agreement by giving not less than 15 {{pgmslaprov|Business Day}}s' notice in writing to the other Party (which notice shall specify the date of termination) provided that the provisions of this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} shall remain in full force and effect at all times with respect to all Loans entered into at any time prior to such termination and each Party will duly comply with and discharge all of its obligations under this Agreement, the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} in relation to such Loans as if no such termination notice had been given.
| |
| {{pgmslaprov|17}} {{pgmslaprov| Single Agreement}}
| |
| :Each Party acknowledges that, and has entered into this Agreement and the related agreements referred to herein and will enter into each {{pgmslaprov|Loan}} in consideration of and in reliance upon the fact that, all Loans constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each Party agrees:
| |
| :{{pgmslaprov|17.1(a)}} to perform all of its obligations in respect of each Loan, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Loans, subject always to the other provisions of this Agreement and such related agreements; and
| |
| :{{pgmslaprov|17.1(b)}} that payments, deliveries and other transfers made by either of them in respect of any {{pgmslaprov|Loan}} shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Loan.
| |
| {{pgmslaprov|18}} {{pgmslaprov| Severance}} | | {{pgmslaprov|18}} {{pgmslaprov| Severance}} |
| :If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the {{pgmslaprov|Parties}} in such reasonable manner so as to achieve as far as possible, without illegality, the intention of the {{pgmslaprov|Parties}} with respect to that severed provision. | | :If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the {{pgmslaprov|Parties}} in such reasonable manner so as to achieve as far as possible, without illegality, the intention of the {{pgmslaprov|Parties}} with respect to that severed provision. |