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| {{pgmslaprov|11}} '''{{pgmslaprov|Consequences of an Event of Default}}''' <br> | | {{pgmslaprov|11}} '''{{pgmslaprov|Consequences of an Event of Default}}''' <br> |
| {{pgmslaprov|11.1}} If an {{pgmslaprov|Event of Default}} occurs in relation to either Party then paragraphs {{pgmslaprov|11.2}} to {{pgmslaprov|11.8}} below shall apply. <br> | | {{pgmslaprov|11.1}} If an {{pgmslaprov|Event of Default}} occurs in relation to either Party then paragraphs {{pgmslaprov|11.2}} to {{pgmslaprov|11.8}} below shall apply. <br> |
| {{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 {{pgmslaprov|Termination Date}}) so that performance of such obligations shall be effected only in accordance with the following provisions.<br> | | {{Pledge GMSLA 2018 11.2}} |
| :{{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}}.
| | {{Pledge GMSLA 2018 11.3}} |
| :{{pgmslaprov|11.2(c)}} On the basis of the sums so established, an account shall be taken (as at the {{pgmslaprov|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.
| | {{Pledge GMSLA 2018 11.4}} |
| {{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: <br> | | {{pgmslaprov|11.5}} If, acting in [[good faith]], either |
| :{{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}};<br>
| | :(A) the {{pgmslaprov|Non-Defaulting Party}} has endeavoured but been unable to sell or purchase {{pgmslaprov|Securities}} in accordance with paragraph {{pgmslaprov|11.4(a)}} above or to obtain quotations in accordance with paragraph {{pgmslaprov|11.4(b)}} above (or both) or |
| :{{pgmslaprov|11.3(b)}} the 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;<br>
| | :(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 <br> |
| :{{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
| | the {{pgmslaprov|Non-Defaulting Party}} may determine the {{pgmslaprov|Net Value}} of the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} (which shall be specified) and the {{pgmslaprov|Non-Defaulting Party}} may elect to treat such {{pgmslaprov|Net Value}} as the {{pgmslaprov|Default Market Value}} of such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}. <br> |
| :{{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.
| | {{pgmslaprov|11.6}} To the extent that the {{pgmslaprov|Non-Defaulting Party}} has not determined the {{pgmslaprov|Default Market Value}} in accordance with paragraph {{pgmslaprov|11.4}}, the {{pgmslaprov|Default Market Value}} of the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be an amount equal to their {{pgmslaprov|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 {{pgmslaprov|Non-Defaulting Party}} to determine a {{pgmslaprov|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 {{pgmslaprov|Net Value}} as determined by the {{pgmslaprov|Non-Defaulting Party}} as soon as reasonably practicable after the {{pgmslaprov|Default Valuation Time}}. <br> |
| {{pgmslaprov|11.4}} If between the {{pgmslaprov|Termination Date}} and the Default Valuation Time:
| | {{Pledge GMSLA 2018 11.7}} |
| :{{pgmslaprov|11.4(a)}} 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|11.8}} '''{{pgmslaprov|Set-off}}''': Any amount payable to one Party (the {{pgmslaprov|Payee}}) by the other Party (the {{pgmslaprov|Payer}}) under paragraph {{pgmslaprov|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 {{pgmslaprov|Non-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 {{pgmslaprov|Party}} is at any time otherwise entitled (whether by operation of law, contract or otherwise). <br> |
| ::{{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
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| ::{{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;
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| :{{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}}:
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| ::{{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}};
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| ::{{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 Default Valuation Time; provided that, if at the 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 Default Valuation Time. <br>
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| {{pgmslaprov|11.7}} '''{{pgmslaprov|Other costs, expenses and interest payable in consequence of an Event of Default}}''': 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 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 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. <br>
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| {{pgmslaprov|11.8}} '''{{pgmslaprov|Set-off}}''': 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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