EFTA01353311.pdf

compliance with the relevant provision by the Affected Party's bead or home office and (iv) the Affected Party's head or home office fails so to perform or comply due to the occurrence of an event or circumstance which would, if that head or home office were the Office through which the Affected Party makes and receives payments and deliveries with respect to the relevant Transaction, constitute or give rise to an Illegality or a Force Majeure Event, and such failure would otherwise constitute an Event of Default under Section 5(aXi) or 5(aXiiiXI) with respect to such party. then, for so long as the relevant event or circumstance continues to exist with respect to both the Office referred to in Section 5(bXi)(I) or 5(bXii)(I), as the case may be, and the Affected Party's head or borne office, such failure will not constitute an Event of Default under Section 5(aXi) or 5(aXiiiX I). 6. Early Termination; Close-Out Netting (a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(aXviiX1), (3), (5), (6) or, to the extent analogous thereto, (8). 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 of an Event of Default specified in Section 5(aXviiX4) or, to the extent analogous thereto, (8). (b) Right to Tenth:Me Following Termination Event. (t) Notice. If a Termination Event other than a Force Majeure Event occurs, an Affected Party will. promptly upon becoming aware of it, notify the other party. specifying the nature of that Termination Event and each Affected Transaction, and will also give the other party such other information about that Termination Event as the other party may reasonably require. If a Force Majeure Event occurs, each party will, promptly upon becoming aware of it, use all reasonable efforts to notify the other party, specifying the nature of that Force Majeure Event, and will also give the other party such other information about that Force Majeure Event as the other party may reasonably requite. (ii) Transfer to Avoid Termination Event. If a Tax Event occurs and there is only one Affected Pasty. or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, other than immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist- If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period. whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed. (iii) Two Affected Parties. If a Tax Event occurs and there arc two Affected Panics, each party will use all reasonable efforts to reach agreement within 30 days after notice of such occurrence is given under Section 6(bXi) to avoid that Termination Event. II ISDA® 2002 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0037636 CONFIDENTIAL SDNY GM_00163820 EFTA01353311