Section 6 Early Termination Clause Samples

Section 6 Early Termination. In Section 6: (a) (Notice to Avoid Termination Event): In Section 6(b) add the following sentence at the end of the second paragraph of Section 6(b)(ii): “However, if Party A is that other party it must, if so requested by the Manager, use reasonable efforts to make such a transfer to an Affiliate (as that expression is defined in Section 14 disregarding any modification made by this Agreement) or another of its Offices, provided the Manager has issued a Rating Notification in relation to such a transfer.”. (b) (Set-Off and Expenses): (i) All payments under this Agreement shall be made without set-off or counterclaim except as expressly provided for in Section 2(c) or 6. (ii) The last sentence of the first paragraph of Section 6(e) shall be deleted and replaced with the following: “Notwithstanding any other provision of this Section, if a Party (the “Paying Party”) would, but for this sentence, be required to pay an amount pursuant to this Section, it may, by giving written notice to the other Party, cause the amount so payable to be reduced by the lesser of (i) such amount and (ii) the aggregate amount payable to the Paying Party pursuant to any demands made under Section 11 on or before the Early Termination Date.”. (iii) Section 11 shall be deleted in its entirety and replaced with the following: “A Defaulting Party or an Affected Party (if such Affected Party is Party A) will, on demand, indemnify and hold harmless the other party for and against the Termination Currency Equivalent of all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which such Defaulting Party or Affected Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection and costs incurred in connection with procuring a replacement for this Agreement (other than any amount paid or payable to a replacement counterparty). If, following the making of one or more demands under this Section 11, a reduction is effected pursuant to the last sentence of the first paragraph in Section 6(e), the aggregate amount payable in respect of such demands shall be deemed to be discharged to the extent of the amount of such reduction.”.