Common use of Master Close-out Clause in Contracts

Master Close-out. Without limiting any provision in any JPM Affiliate Agreement, each JPM Affiliate and Party B agree that the occurrence of any event of default, default, termination event, or similar condition or event (however described) in respect of Party B or a JPM Affiliate (the entity in respect of which such occurrence takes place being the “Master Close-out Defaulting Party”) under a JPM Affiliate Agreement on the basis of which the other party to such JPM Affiliate Agreement has the contractual right to terminate, close-out or liquidate all transactions governed by such JPM Affiliate Agreement or which causes the automatic termination of all such transactions shall entitle the Master Close-out Non-Defaulting Party (as defined below) to terminate all transactions governed by any other JPM Affiliate Agreement (each, an “Other JPM Affiliate Agreement”). “Master Close-out Non-Defaulting Party” means (i) Party B if the Master Close-out Defaulting Party is a JPM Affiliate or (ii) the JPM Affiliate that is the party to such Other JPM Affiliate Agreement if the Master Close-out Defaulting Party is Party B. The amount payable in respect of the termination of transactions governed by any such Other JPM Affiliate Agreement shall be determined in accordance with any applicable provisions thereof and, if there are no such applicable provisions, in the same manner as set forth in Section 6 of this Agreement as if the transactions governed by such other JPM Affiliate Agreement were Transactions governed by this Agreement.

Master Close-out. Without limiting any provision in any JPM Affiliate Agreement, each JPM Affiliate and Party B the Client agree that the occurrence of any event of default, default, termination event, event giving rise to the right to liquidate, or similar condition or event (however described; hereinafter an “Event”) in respect of Party B the Client or a JPM Affiliate X.X. Xxxxxx Securities LLC (the entity in respect of which such occurrence takes place being the “Master Close-out Defaulting Party” and the other party being the “Master Close-out Non-Defaulting Party”) under a JPM Affiliate Agreement on the basis of which the other party to such JPM Affiliate Agreement either (i) has the contractual right to terminate, close-out terminate or liquidate all transactions governed by such JPM Affiliate Agreement (ii) has the contractual right to terminate the JPM Affiliate Agreement, or (iii) which causes the automatic termination or liquidation of all such transactions governed by the JPM Affiliate Agreement, shall entitle but not obligate the Master Close-out Non-Defaulting Party (as defined below) to terminate or liquidate all transactions governed by such agreement or any other JPM Affiliate Agreement (each, an “Other JPM Affiliate Agreement”). “Master Close-out Non-Defaulting Party” means (i) Party B if between the Master Close-out Defaulting Party is a and any JPM Affiliate or (ii) Affiliate). For the JPM Affiliate that is avoidance of doubt, the party to such Other JPM Affiliate Agreement if the Master Closeclose-out Defaulting Party is Party B. provision in this paragraph (2) shall not apply to any affiliate of the Client, and Client shall not apply the close-out provision in this paragraph (2) to any JPM Affiliate, other than X.X. Xxxxxx Securities LLC The amount payable in respect of the termination of transactions governed by any such Other JPM Affiliate Agreement shall be determined in accordance with any applicable provisions thereof and, if there are no such applicable provisions, in the same manner as set forth in Section 6 of this Agreement as if the transactions governed by such other JPM Affiliate Agreement were Transactions governed by this Agreementthereof.