Common use of Close-Out and Liquidation Clause in Contracts

Close-Out and Liquidation. Upon the occurrence of a Liquidation Date: 16.1 Neither Party shall be obliged to make any further payments or deliveries under any Transaction which would, but for this Section 16, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set- off or otherwise) of the Liquidation Amount; 16.2 The Non-Defaulting Party shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine (discounting if appropriate), in respect of each open Transaction, its total cost, loss or, as the case may be, gain, in each case expressed in Swiss Francs (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to this Master Agreement, of each payment or delivery which would otherwise have been required to be made under such Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant Exchange as may be available on, or immediately preceding, the date of calculation); and 16.3 The Non-Defaulting Party shall treat each cost or loss to it, determined as above, as a positive amount and each gain by the Non- Defaulting Party, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in Swiss Francs (the "Liquidation Amount"). 16.4 If the Liquidation Amount determined pursuant to Section 16.3 is a positive amount, the Defaulting Party shall pay it to the Non-Defaulting Party and if it is a negative amount, the Non- Defaulting Party shall pay such amount to the Defaulting Party. The Non-Defaulting Party shall notify the Defaulting Party of the Liquidation Amount, and by whom it is payable, immediately after the calculation of such amount. 16.5 The amount payable by either Party to the other pursuant to the provisions of Section 16.4. or any Applicable Regulation shall be paid in Swiss Francs by the close of business on the fifth Business Day following the notification under Section 16.4. or as required by any Applicable Regulation (converted as required by any Applicable Regulation into any other currency, any costs of such conversion to be borne by, and (if applicable) deducted from any payment to the Defaulting Party). Any such amount which is not paid on the due date shall bear interest at such reasonable rate as the Non-Defaulting Party may select. The Broker may apply any margin provided to it by the Client to satisfy any amount owed to the Broker by the Client pursuant to Section 16.4. 16.6 For the purposes of any calculation made under this Master Agreement, the Non-Defaulting Party may convert amounts denominated in any other currency into Swiss Francs at such rate prevailing at the time of the calculation as the Non-Defaulting Party shall reasonably select. 16.7 The rights under this Section 16 shall be in addition to, and not in limitation or exclusion of, any set-off and other rights, which the Non- Defaulting Party may have (whether by agreement, operation of law or otherwise).

Close-Out and Liquidation. 16.1 Upon the occurrence of a Liquidation Date: 16.1 Neither a) neither Party shall be obliged to make any further payments or deliveries under any Transaction which would, but for this Section 16, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set- off or otherwise) of the Liquidation Amount; 16.2 The b) the Non-Defaulting Party shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine (discounting if appropriate), in respect of each open Transaction, its total cost, loss or, as the case may be, gain, in each case expressed in Swiss Francs (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the terminationTermination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the terminationTermination, pursuant to this Master Agreement, of each payment or delivery which would otherwise have been required to be made under such Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant Exchange as may be available on, or immediately preceding, the date of calculation); and 16.3 The c) the Non-Defaulting Party shall treat each cost or loss to it, determined as above, as a positive amount and each gain by the Non- Non-Defaulting Party, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in Swiss Francs (the "“Liquidation Amount"“). 16.4 16.2 If the Liquidation Amount determined pursuant to Section 16.3 16.1 c) is a positive amount, the Defaulting Party shall pay it to the Non-Defaulting Party and if it is a negative amount, the Non- Defaulting Party shall pay such amount to the Defaulting Party. The Non-Non- Defaulting Party shall notify the Defaulting Party of the Liquidation Amount, and by whom it is payable, immediately after the calculation of such amountthe Liquidation Amount. 16.5 16.3 The amount Liquidation Amount payable by either Party to the other pursuant to the provisions of Section 16.4. 16.4 or any Applicable Regulation shall be paid in Swiss Francs by the close of business on the fifth Business Day following the notification under Section 16.4. or as required by any Applicable Regulation (converted as required by any Applicable Regulation into any other currency, any costs of such conversion to be borne by, and (if applicable) deducted from any payment to the Defaulting Party). Any such amount which is not paid on the due date shall bear interest at such reasonable rate as the Non-Defaulting Party may select. The Broker may apply any margin provided to it by the Client to satisfy any amount owed to the Broker by the Client pursuant to Section 16.4. 16.6 16.4 For the purposes of any calculation made under this Master Agreement, the Non-Non- Defaulting Party may convert amounts denominated in any other currency into Swiss Francs at such rate prevailing at the time of the calculation as the Non-Non- Defaulting Party shall reasonably select. 16.7 16.5 The rights under this Section 16 shall be in addition to, and not in limitation or exclusion of, any set-off and other rights, which the Non- Non-Defaulting Party may have (whether by agreement, operation of law or otherwise).

Close-Out and Liquidation. Upon the occurrence of a Liquidation Date: 16.1 Neither Party shall be obliged to make any further payments or deliveries under any Transaction which would, but for this Section 16, have fallen due for performance on or after the Liquidation Date and such obligations shall be satisfied by settlement (whether by payment, set- off setoff or otherwise) of the Liquidation Amount; 16.2 The Non-Defaulting Party shall (on, or as soon as reasonably practicable after, the Liquidation Date) determine (discounting if appropriate), in respect of each open TransactionTransac- tion, its total cost, loss or, as the case may be, gain, in each case expressed in Swiss Francs (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to this Master Agreement, of each payment or delivery which would otherwise have been required to be made under such Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant Exchange as may be available on, or immediately preceding, the date of calculation); and 16.3 The Non-Defaulting Party shall treat each cost or loss to it, determined as above, as a positive amount and each gain by the Non- Defaulting NonDefaulting Party, as a negative amount and aggregate ag- Master Agreement for Exchange-Traded Derivative Transactions 2011 D-03.03 gregate all of such amounts to produce a single, net positive or negative amount, denominated denomi- nated in Swiss Francs (the "Liquidation Amount"). 16.4 If the Liquidation Amount determined pursuant to Section 16.3 is a positive amount, the Defaulting Party shall pay it to the Non-Defaulting Party and if it is a negative amount, the Non- Defaulting NonDefaulting Party shall pay such amount to the Defaulting Party. The Non-Non- Defaulting Party shall notify the Defaulting Party of the Liquidation Amount, and by whom it is payable, immediately after the calculation of such amount. 16.5 The amount payable by either Party to the other pursuant to the provisions of Section 16.4. or any Applicable Regulation shall be paid in Swiss Francs by the close of business on the fifth Business Day following the notification under Section 16.4. or as required by any Applicable Regulation (converted as required by any Applicable Regulation into any other currency, any costs of such conversion to be borne by, and (if applicable) deducted from any payment to the Defaulting Party). Any such amount which is not paid on the due date shall bear interest at such reasonable rate as the Non-Defaulting Party may select. The Broker Bro- ker may apply any margin provided to it by the Client to satisfy any amount owed to the Broker by the Client pursuant to Section 16.4. 16.6 For the purposes of any calculation made under this Master Agreement, the Non-Non- Defaulting Party may convert amounts denominated in any other currency into Swiss Francs at such rate prevailing at the time of the calculation as the Non-Defaulting Party shall reasonably select. 16.7 The rights under this Section 16 shall be in addition to, and not in limitation or exclusion exclu- sion of, any set-off and other rights, which the Non- Defaulting NonDefaulting Party may have (whether by agreement, operation of law or otherwise).