@createiq/htmldiff 1.0.4-beta.0 → 1.0.4-beta.2
This diff represents the content of publicly available package versions that have been released to one of the supported registries. The information contained in this diff is provided for informational purposes only and reflects changes between package versions as they appear in their respective public registries.
- package/dist/HtmlDiff.cjs +18 -4
- package/dist/HtmlDiff.cjs.map +1 -1
- package/dist/HtmlDiff.d.cts +2 -0
- package/dist/HtmlDiff.d.mts +2 -0
- package/dist/HtmlDiff.mjs +18 -4
- package/dist/HtmlDiff.mjs.map +1 -1
- package/package.json +1 -1
- package/src/HtmlDiff.ts +51 -4
- package/test/HtmlDiff.spec.ts +28 -8
- package/test/structural1.html +0 -366
- package/test/structural2.html +0 -366
package/test/structural2.html
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<div data-page="schedule" data-pagesize="A4-portrait">
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<p class="center"><strong>ISDA</strong>®<br>International Swaps and Derivatives Association, Inc.</p>
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<p class="center"><strong>SCHEDULE<br>to the<br>2002 Master Agreement</strong></p>
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<div data-range="true" data-amend="execution_date" data-id="execution_date">
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<p class="center">dated as of <b data-format="date" class="selected" data-value="executionDate">[ ], 20[ ]</b></p>
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</div>
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<p class="center">between</p>
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<table data-amend="parties" data-id="parties">
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<colgroup>
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<col style="width: 46%"><col style="width: 8%"><col style="width: 46%">
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</colgroup>
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<tbody>
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<tr>
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<td>
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<p class="center" data-html="partyA_name">Party A</p>
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<p class="center">(“<strong>Party A</strong>”)</p>
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</td>
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<td>
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<p></p>
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</td>
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<td>
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<p class="center" data-html="partyB_name">Party B</p>
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<p class="center">(“<strong>Party B</strong>”)</p>
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</td>
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</tr>
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<td>
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<p class="center"><em>established as a chartered bank<br> under the laws of Canada</em></p>
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</td>
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<td>
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<p></p>
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<td>
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<p class="center"><em>
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<tag-me data-value="partyB_organization_details">established as a [corporation / limited partnership / limited liability company] under the laws of the [insert State or Commonwealth]</tag-me>
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</em></p>
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</tbody>
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</table>
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<p><strong>Part 1. Termination Provisions</strong></p>
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<ol data-type="a">
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<li data-amend="specified_entity" data-switch="partyA_DUST" data-comment-tag="comment_tag_id_1" data-id="specified_entity">
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<p><em><strong>“Specified Entity”</strong></em> means in relation to Party A for the purpose of:</p>
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<p data-when="SPEC_ENT_V1" class="left">Section 5(a)(v), Not Applicable</p>
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<p class="left"><b data-switch="partyA_CROSS_DEF"><b data-when="SPEC_ENT_V1">Section 5(a)(vi), Not Applicable</b></b>
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</p>
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<p class="left"><b data-switch="partyA_BANKRUPTCY"><b data-when="SPEC_ENT_V1">Section 5(a)(vii), Not Applicable</b></b>
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</p>
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<p class="left"><b data-switch="partyA_CEUM"><b data-when="SPEC_ENT_V1">Section 5(b)(v), Not Applicable</b></b>
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<p class="left">and in relation to Party B for the purpose of:</p>
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<p class="left"><b data-switch="partyB_DUST"><b data-when="SPEC_ENT_V2">Section 5(a)(v), Affiliates</b></b>
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</p>
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<p class="left"><b data-switch="partyB_CROSS_DEF"><b data-when="SPEC_ENT_V2">Section 5(a)(vi), Affiliates</b></b>
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</p>
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<p class="left"><b data-switch="partyB_BANKRUPTCY"><b data-when="SPEC_ENT_V2">Section 5(a)(vii), Affiliates</b></b>
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</p>
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<p class="left"><b data-switch="partyB_CEUM"><b data-when="SPEC_ENT_V2">Section 5(b)(v), Affiliates</b></b>
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</li>
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<li data-amend="specified_transaction" data-comment-tag="comment_tag_id_2" data-id="specified_transaction">
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<div data-html="specified_transaction"><div><p class="justify">“<em><strong>Specified Transaction</strong></em>”<strong> </strong>will have the meaning specified in Section 14 of this Agreement.</p></div></div>
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</li>
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<li data-amend="cross_default" data-comment-tag="comment_tag_id_3" data-id="cross_default">
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<p class="justify" data-html="applicability_and_scope">The “<em><strong>Cross-Default</strong></em>” provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B provided that the phrase "or becoming capable at such time of being declared" shall be deleted from clause (1) of such Section 5(a)(vi); but shall exclude any default that results solely from wire transfer difficulties or an error or omission of an administrative or operational nature (so long as sufficient funds are available to the relevant party on the relevant date), but only if payment is made within three Local Business Days after such transfer difficulties have been corrected or the error or omission has been discovered.</p><p></p>
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<p class="justify" data-html="specified_indebtedness">“<em><strong>Specified Indebtedness</strong></em>” will have the meaning specified in Section 14 and shall include, with respect to Party B, any obligation (whether present or future, contingent or otherwise) for the payment or repayment of money, including, without limitation, any obligation or indebtedness owed by Party B to Party A or its Affiliates; provided that such term will not include (i) indebtedness in respect of deposits received in the ordinary course of a party’s banking business or (ii) any payment not made because of an intervening change in law making such payment illegal, a force majeure or an act of state, provided that the party had available sufficient funds to make such payment at the time of non-payment.</p>
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<p class="justify">“<em><strong>Threshold Amount</strong></em>” means, in relation to Party A, 3% of the shareholders' equity of Party A as shown on its most recent annual audited financial statements and in relation to Party B, USD <tag-me data-value="partB_threshold_amount">0 (zero)</tag-me> (expressed in United States Dollars or its equivalent in any other currency).</p>
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</li><li data-amend="credit_event_upon_merger" data-comment-tag="comment_tag_id_4" data-id="credit_event_upon_merger">
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<div data-html="credit_event_upon_merger">The “<em><strong>Credit Event Upon Merger</strong></em>” provisions of Section 5(b)(v) will apply to Party A and will apply to Party B.</div>
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</li><li data-amend="automatic_early_termination" data-comment-tag="comment_tag_id_5" data-id="automatic_early_termination">
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<div data-html="automatic_early_termination">The “<em><strong>Automatic Early Termination</strong></em>” provision of Section 6(a) will not apply to Party A and will not apply to Party B.</div>
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</li><li data-amend="termination_currency" data-comment-tag="comment_tag_id_6" data-id="termination_currency">
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<p>“<strong><em>Termination Currency</em></strong>” <tag-me data-html="termination_currency">shall mean U.S. Dollars.</tag-me></p>
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</li><li data-amend="additional_termination_event" data-comment-tag="comment_tag_id_7" data-id="additional_termination_event"><div data-html="additional_termination_event"><div><p><em><strong>Additional Termination Event </strong></em>will apply. Each of the following shall constitute an Additional Termination Event for which Party B shall be the sole Affected Party and all Transactions shall be Affected Transactions:</p><ol data-type="i"><li><p>The Financial Agreement (as defined below) relating to a particular Transaction is thereafter terminated or otherwise ceases to be in full force and effect.</p></li><li><p>TD Bank, N.A. (“TDBNA”) for any reason ceases to be a lender to Party B under the Financial Agreement relating to a particular Transaction.</p></li><li><p>Following execution of a Financial Agreement, the obligations of Party B pursuant to this Agreement whether now existing or incurred hereafter are no longer senior secured obligations of Party B.</p></li><li><p>Party B has (1) repaid all amounts owed to TDBNA under a Financial Agreement relating to a particular Transaction and TDBNA has no further obligation to provide any additional credit extension to Party B under such Financial Agreement or (2) repaid any portion of the loan in respect of a Financial Agreement (the “Related Loan”) before its scheduled repayment date (however defined in such Financial Agreement); provided that (i) the right of Party A to terminate each Transaction shall be limited to the portion of each Transaction hedging the interest rate exposure on the Related Loan made by TDBNA corresponding to the Related Loan so repaid, which portions shall be treated as separate Affected Transactions, (ii) the remaining portions (if any) of each Transaction shall be treated as separate Transactions and continue in effect as a Transaction hereunder and, (iii) in the case of a partial termination of a Transaction, the parties agree to amend the relevant Confirmation accordingly.</p></li></ol><p>“Financial Agreement” shall mean each existing or future agreement or instrument relating to any loan or extension of credit from TDBNA to Party B (whether or not any other person or entity is a party thereto), as each such document(s) may be amended, revised, restated, supplemented or replaced from time to time.</p><p>All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Financial Agreement.</p></div></div></li><li data-amend="additional_condition_precedent" data-comment-tag="comment_tag_id_8" data-id="additional_condition_precedent"><p data-html="additional_condition_precedent"><em><strong>Additional Condition Precedent. </strong></em>For the purposes of Section 2(a)(iii) it shall be a condition precedent that no Additional Termination Event with respect to the other party shall have occurred and be continuing.</p></li>
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</ol>
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<p class="break-before"><strong>Part 2. Tax Representations</strong></p>
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<ol data-type="a"><li data-amend="payer_tax_representations" data-comment-tag="comment_tag_id_9" data-id="payer_tax_representations">
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<div data-html="payer_tax_representations"><div><p><em><strong>Payer Tax Representations</strong></em><strong>.</strong></p><p>For the purpose of Section 3(e) of this Agreement, Party A and Party B each hereby makes the following representation.</p><p>It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 9(h) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:</p><ol data-type="i"><li><p>the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;</p></li><li><p>the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and</p></li></ol><ol start="3" data-type="i"><li><p>the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement,</p></li></ol><p>except that it will not be a breach of this representation where reliance is placed on clause (ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.</p></div></div>
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</li><li data-amend="payee_tax_representations" data-comment-tag="comment_tag_id_10" data-id="payee_tax_representations">
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<p><strong><em>Payee Tax Representations</em>.</strong></p>
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<p>For the purpose of Section 3(f) of this Agreement, Party A makes the following representations.</p>
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<ol data-type="i">
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<p>It is a chartered bank organized under the laws of Canada.</p>
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<p class="justify">Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the jurisdiction in which the Office through which it is acting with respect to a particular Transaction is located.</p>
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<p class="justify">When acting through its London Branch, it (A) is a bank recognized by the United Kingdom HM Revenue & Customs as carrying on a <em>bona fide </em>banking business in the United Kingdom, (B) is entering into this Agreement in the ordinary course of such business and (C) will bring into account payments made and received under this Agreement in computing its income for United Kingdom tax purposes.</p>
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<p class="justify">When acting through a non-United States office, it is a (A) “non-U.S. branch of a foreign person” within the meaning of United States Treasury Regulation section 1.1441-4(a)(3)(ii) (as in effect January 2001), and (B) “foreign person” within the meaning of United States Treasury Regulation section 1.6041-4(a)(4) (as in effect January 2001) exempt from information reporting in respect of amounts paid under this Agreement.</p>
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<p class="justify">When acting through a United States office, (A) it is an “exempt recipient” within the meaning of United States Treasury Regulation section 1.6049-4(c) and (B) its Employer Identification Number is 13-5640479.</p>
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<div data-if="!(payee_tax_representations_is === 'bespoke')"><p class="justify">For the purpose of Section 3(f) of this Agreement, Party B makes the following representations.</p><ol data-type="i">
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<p class="justify">It is a “U.S. person” within the meaning of United States Treasury Regulation section 1.1441-4(a)(3)(ii) (as in effect January 2001).</p>
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<p>It is an “exempt recipient” within the meaning of United States Treasury Regulation section 1.60494(c).</p>
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<p>Its Employer Identification Number is <tag-me data-value="specify">[<strong>PLEASE PROVIDE]</strong></tag-me>.</p>
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<p class="break-before" data-header-tag="header_tag_id_11"><strong>Part 3. Agreement to Deliver Documents</strong></p>
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<p class="justify">For the purpose of Sections 4(a)(i) and 4(a)(ii) of this Agreement, each party agrees to deliver the following documents, as applicable:</p>
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<p class="justify">Tax forms, documents or certificates to be delivered are:</p>
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<div data-html="tax_forms_documents_or_certificates_to_be_delivered_are.table" style="word-break: normal;"><div><table class="with-border tabular-data"><colgroup><col width="22%"><col width="41%"><col width="35%"></colgroup><tbody><tr data-behaviour="header"><th><p class="center"><strong>Party Required<br> to Deliver Document</strong></p></th><th><p class="center"><strong>Form/Document/Certificate</strong></p></th><th><p class="center"><strong>Date by which<br> to be Delivered</strong></p></th></tr><tr data-behaviour="data"><td><p>Party A</p></td><td><p>IRS Forms W-8BEN-E and W-8ECI (or any successors thereto).</p><p></p></td><td><p>(i) Upon execution of this Agreement, (ii) promptly upon reasonable request by the other party, and (iii) promptly upon learning that any such form previously provided has become obsolete, incorrect, or ineffective.</p><p></p></td></tr><tr data-behaviour="data"><td><p>Party B</p><p></p></td><td><p>IRS Form W-9, as applicable (or any successor thereto).</p><p></p></td><td><p>(i) Upon execution of this Agreement, (ii) promptly upon reasonable request by the other party, and (iii) promptly upon learning that any such form previously provided has become obsolete, incorrect, or ineffective.</p></td></tr><tr data-behaviour="data"><td><p>Party A and Party B</p></td><td><p>Any document required or reasonably requested to allow the other party to make payments under the Agreement without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate.</p><p></p></td><td><p>Promptly upon reasonable demand by either party.</p></td></tr></tbody></table></div></div>
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<p class="justify">Other documents to be delivered are:</p>
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<div data-html="other_documents_to_be_delivered_are.table" style="word-break: normal;"><div><table class="with-border tabular-data"><colgroup><col width="24%"><col width="29%"><col width="23%"><col width="23%"></colgroup><tbody><tr data-behaviour="header"><th><p class="center"><strong>Party Required to<br> Deliver Document</strong></p></th><th><p class="center"><strong>Form/<br>Document/Certificate</strong></p></th><th><p class="center"><strong>Date by which<br> to be Delivered</strong></p></th><th><p class="center"><strong>Covered by Section<br> 3(d) Representation</strong></p></th></tr><tr data-behaviour="data"><td><p>Party A</p></td><td><p>A certificate signed by one of its authorized officials certifying the names, true signatures and authority of its officials signing this Agreement and any other documents as required under or in connection with this Agreement.</p></td><td><p>Upon execution of this Agreement.</p></td><td><p>Yes</p></td></tr><tr data-behaviour="data"><td><p>Party B</p></td><td><p>[For Corporations:] Specimen signature certificate of the Secretary or an Assistant Secretary, setting out names and specimen signatures of each person or persons authorized on behalf of the party to execute and deliver this Agreement and each Confirmation</p><p>[For Partnerships:] Specimen signature(s) of General Partner(s) authorized on behalf of the party to execute and deliver this Agreement and each Confirmation</p><p>[For Realty Trusts:] Specimen signature(s) of Trustee(s) authorized on behalf of the party to execute and deliver this Agreement and each Confirmation</p><p>[For Limited Liability Companies:] Specimen signature(s) of Manager(s)/Managing Member(s) authorized on behalf of the party to execute and deliver this Agreement and each Confirmation</p><p></p></td><td><p>Concurrent with the execution of this Agreement and upon request with respect to Confirmations</p></td><td><p>Yes</p></td></tr><tr data-behaviour="data"><td><p>Party B</p></td><td><p>[For Corporations:] Articles of Incorporation, by-laws, and resolution adopted by the Board of Directors, certified by the Secretary or an Assistant Secretary, authorizing the execution, delivery and performance of this Agreement and each Confirmation</p><p>[For Partnership:] Partnership Agreement and certificate of General Partner authorizing the execution, delivery and performance of this Agreement and each Confirmation</p><p>[For Realty Trusts:] Operating Agreement and certificate of Trustee(s) authorizing the execution, delivery and performance of this Agreement and each Confirmation</p><p>[For Limited Liability Companies:] Operating Agreement and certificate of Manager/Managing Member authorizing the execution, delivery and performance of this Agreement and each Confirmation</p></td><td><p>Concurrent with the execution of this Agreement and upon request with respect to Confirmations</p></td><td><p>Yes</p></td></tr><tr data-behaviour="data"><td><p>Party B</p></td><td><p>The Credit Support Document(s), if any, listed in Part 4(f) of this Agreement</p></td><td><p>Concurrent with the execution of this Agreement</p></td><td><p>Yes</p></td></tr><tr data-behaviour="data"><td><p>Party B</p></td><td><p>Legal opinion addressing due authorization, capacity, execution, delivery and enforceability</p></td><td><p>Upon execution of this Agreement</p></td><td><p>No</p></td></tr><tr data-behaviour="data"><td><p>Party B</p></td><td><p>Such other documents as Party A may reasonably request in connection with each transaction.</p></td><td><p>Promptly upon request.</p></td><td><p>Yes</p></td></tr></tbody></table></div></div>
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<p class="break-before"><strong>Part 4. Miscellaneous</strong></p><ol data-type="a"><li data-comment-tag="comment_tag_id_13"><p><strong>Addresses for Notices. </strong>For the purpose of Section 12(a) of this Agreement:</p><ol data-type="i">
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<p class="justify">All notices or communications to Party A shall, with respect to a particular Transaction, be sent to the address, email or facsimile number reflected in the Confirmation for that Transaction, and any other notice shall be sent to:</p>
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<p class="left">The Toronto-Dominion Bank<br>
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TD Tower<br>
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Toronto, Ontario, M5K 1A2<br>
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Canada</p>
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<p class="left">Attention: Managing Director, Global Markets Documentation<br>Telephone: (416) 308-1410<br>Facsimile: (416) 307-1222<br>Email: <span class="underline"><a href="mailto:gmdnotices@tdsecurities.com">gmdnotices@tdsecurities.com</a></span></p><p><em>With a copy to</em>:</p>
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<p class="left">TD Securities (USA) LLC<br>
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1 Vanderbilt Avenue<br>
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New York, NY 10017
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<p class="left">Attention: Managing Director, Credit Management<br>Telephone: (212) 827-7770<br>Facsimile: (212) 827-7232</p></li><li data-amend="addresses_for_notices_partyB" data-id="addresses_for_notices_partyB">
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<p class="justify">All notices or communications to Party B shall, with respect to a particular Transaction, be sent to the address, email or facsimile number reflected in the Confirmation for that Transaction, and any other notice shall be sent to:</p>
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<p class="left"><tag-me data-html="notices_or_communication_to_partyB_shall_be_sent_to">Address:<br>Attention:<br>Telephone:<br>Facsimile:<br>Email: </tag-me></p>
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</ol></li><li data-comment-tag="comment_tag_id_14">
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<p><strong><em>Process Agent</em></strong>. For the purpose of Section 13(c) of this Agreement: </p>
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<p>Party A appoints as its Process Agent:</p>
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<p class="left">The Toronto-Dominion Bank<br>1 Vanderbilt Avenue<br>New York, NY 10017</p>
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<p>Attention: Managing Director, Legal and Compliance </p>
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<p data-amend="identification_of_process_agent_partyB" data-id="identification_of_process_agent_partyB">Party B appoints as its Process Agent: <tag-me data-switch="identification_of_process_agent_partyB"><tag-me data-when="not_applicable">Not Applicable</tag-me></tag-me>
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<p><strong><em>Offices</em></strong>. The provisions of Section 10(a) will apply to this Agreement.</p>
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</li><li data-amend="multibranch_party" data-comment-tag="comment_tag_id_16" data-id="multibranch_party">
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<p><strong><em>Multibranch Party</em></strong>. For the purpose of Section 10(b) of this Agreement:</p>
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<p class="justify">Party A is a Multibranch Party and may enter into a Transaction through any of its Toronto, New York, London and Singapore Offices and any other Office agreed to by the parties in a relevant Confirmation.</p>
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<p class="justify" data-when="not_applicable">Party B is not a Multibranch Party.</p>
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</li><li data-amend="calculation_agent" data-comment-tag="comment_tag_id_17" data-id="calculation_agent"><div data-html="calculation_agent"><em><strong>Calculation Agent</strong></em>. The Calculation Agent is Party A, unless otherwise specified in a Confirmation in relation to the relevant Transaction. With respect to Section 5(a)(ii) of the Agreement, if a party hereto is designated as the Calculation Agent (as defined in the Definitions) for any Transaction, then Section 5(a)(ii) to the contrary notwithstanding, Breach of Agreement does not include any failure by that party to comply with its obligations as Calculation Agent and the sole remedy of the other party for such failure shall be the right, upon notice to the Calculation Agent, to designate a leading dealer as replacement Calculation Agent.</div></li>
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<li data-amend="credit_support_document" data-comment-tag="comment_tag_id_18" data-id="credit_support_document"><div data-html="credit_support_document"><div><p><em><strong>Credit Support Document</strong></em>.</p><p>In relation to Party A, Credit Support Document means: none.</p><p>In relation to Party B, Credit Support Document means: (i) the Financial Agreement and (ii) each document that by its terms secures, guarantees or otherwise supports Party B’s obligations hereunder (whether or not this Agreement evidenced hereby is specifically referenced or described therein), as each such document(s) may be amended, revised, restated, supplemented or replaced from time to time.</p></div></div></li><li data-amend="credit_support_provider_partyB" data-comment-tag="comment_tag_id_19" data-id="credit_support_provider_partyB">
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<p><strong><em>Credit Support Provider</em></strong>.</p>
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<p>Credit Support Provider means in relation to Party A: Not Applicable</p>
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<p data-when="applicable">Credit Support Provider means in relation to Party B: <tag-me data-html="specify">Any person or entity (other than Party B), that now or hereafter secures, guarantees or otherwise provides assurance of payment or performance of any existing or future obligation of Party B under this Agreement or any Credit Support Document.</tag-me>
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<li data-amend="governing_law" data-comment-tag="comment_tag_id_20" data-id="governing_law">
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<div data-html="governing_law"><em><strong>Governing Law</strong></em>. This Agreement will be governed by and construed in accordance with the laws of the State of New York (without reference to choice of law doctrine).</div>
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<div data-html="netting_of_payments"><div><p><em><strong>Netting of Payments</strong></em>. With effect from the date of this Agreement, “Multiple Transaction Payment Netting” will apply for the purpose of Section 2(c) of this Agreement to the following Transactions or groups of Transactions:</p><p>FX Transactions</p><p>Currency Option Transactions</p></div></div>
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</li><li data-comment-tag="comment_tag_id_22">
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<p>“<strong><em>Affiliate</em></strong>” will have the meaning specified in Section 14 of this Agreement.</p></li>
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<li data-amend="absence_of_litigation" data-comment-tag="comment_tag_id_23" data-id="absence_of_litigation">
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<p><strong><em>Absence of Litigation. </em></strong>For the purpose of Section 3(c):</p>
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<p data-switch="partyA_specified_entity">“<em><strong>Specified Entity</strong></em>” means in relation to Party A, <tag-me data-when="none">none.</tag-me></p><p data-switch="partyB_specified_entity">“<em><strong>Specified Entity</strong></em>” means in relation to Party B, <tag-me data-when="specify" data-html="partyB_specify">any Affiliate.</tag-me></p>
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<p><strong><em>No Agency. </em></strong>The provisions of Section 3(g) will apply to this Agreement.</p></li><li data-amend="additional_representation" data-comment-tag="comment_tag_id_25" data-id="additional_representation">
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<p class="justify"><strong><em>Additional Representation </em></strong>will apply. For the purpose of Section 3 of this Agreement, the following will each constitute an Additional Representation:</p>
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<div data-html="relationship_between_parties"><div><p><em><strong>Relationship Between Parties.</strong></em> Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):</p><ol data-type="1"><li><p><em>Non-Reliance.</em><strong> </strong>It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction will not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party will be deemed to be an assurance or guarantee as to the expected results of that Transaction.</p></li><li><p><em>Assessment and Understanding</em>. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.</p></li><li><p><em>Status of Parties</em>. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.</p></li></ol></div></div>
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<div data-html="eligible_contract_participant"><em><strong>Eligible Contract Participant</strong></em>. Each party represents to the other party on and as of the date hereof and on each date on which a Transaction is entered into among them that such party is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity Exchange Act and applicable rules regulations thereunder, as amended.</div>
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<div data-html="financial_agreement"><em><strong>Financial Agreement.</strong></em> Party B only represents to Party A on the date on which it enters into a Transaction hereunder that the collateral securing the obligations of Party B to TDBNA described in the Credit Support Document(s), including the Financial Agreement, shall also secure the obligations of Party B to Party A under this Agreement, whether now existing or incurred hereafter, and such collateral shall enjoy the same priority as any security granted to secure the indebtedness of Party B under the Financial Agreement.</div>
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</li><li data-amend="isda_non_ecp_guarantor_exclusionary_terms" data-if="!(isda_non_ecp_guarantor_exclusionary_terms_is === 'not_applicable')" data-comment-tag="comment_tag_id_26" data-id="isda_non_ecp_guarantor_exclusionary_terms"><p><strong><em>ISDA Non ECP Guarantor Exclusionary Terms. </em></strong>The parties agree that these ISDA Non-ECP Guarantor Exclusionary Terms (“Exclusionary Terms”) are incorporated into this Agreement.</p><ol data-type="i">
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<p class="justify" data-html="ecp_guaranty_exclusion_clause">Subject to paragraph (ii) below, each party hereby agrees as an “Excluding Party,” for the benefit of each other party as “Counterparty,” each Guarantor of each Counterparty and their respective successors and assigns, that, notwithstanding anything to the contrary in this Agreement, any Guaranty Document or any related agreement, document or instrument, if the Excluding Party is the beneficiary of any Guaranty of such Guarantor, then such Guaranty shall exclude any and all Swap Obligations (and the Excluding Party hereby relinquishes, waives and releases any rights to enforce such Guaranty in respect of such Swap Obligations) if, and to the extent that, all or a portion of the Guaranty that relates to such Swap Obligations is or becomes illegal under the CEA or any rule, regulation or order of the CFTC by virtue of the failure of the Guarantor for any reason to qualify as an ECP on the Eligibility Date for the related Swap. If a Swap Obligation arises under a master agreement governing more than one Swap, the foregoing exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such Guaranty is or becomes illegal as a result of the failure by a Guarantor for any reason to qualify as an ECP.</p></li>
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<p class="justify" data-html="ecp_representation_and_remedies_clause">Paragraph (i) above shall not apply with respect to an Excluding Party and related Guaranty in respect of Swap Obligations if the relevant Guarantor has made any written representation to the Excluding Party to the effect that such Guarantor is or will be an ECP on the Eligibility Date with respect to the related Swap. In the event that any such representation proves to have been incorrect when made or deemed to have been made, the Excluding Party further reserves all of its contractual and other rights and remedies, at law or in equity, including (to the extent permitted by applicable law) the right to claim and pursue a separate cause of action for damages as a result of such misrepresentation in an amount up to the amount of the relevant Swap Obligations with respect to such Swap.</p></li><li><div data-html="definitions"><div><p><strong>Definitions</strong></p><p>As used herein, the following terms shall have the following meanings:</p><p class="justify"><strong>“CEA” </strong>means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.</p><p><strong>“CFTC” </strong>means the Commodity Futures Trading Commission.</p><p><strong>“DCM” </strong>means a board of trade designated as a contract market under Section 5 of the CEA.</p><p><strong>“ECP” </strong>means an “eligible contract participant” as defined in the CEA and regulations thereunder.</p><p class="justify"><strong>“Eligibility Date” </strong>means, with respect to a Guarantor and a Swap, the date on which a Guaranty becomes effective with respect to such Swap. For the avoidance of doubt, the Eligibility Date shall be the date of the execution of a Swap if the corresponding Guaranty is then in effect, and otherwise it shall be the date of execution and delivery of such Guaranty unless the Guaranty specifies a subsequent effective date.</p><p class="justify"><strong>“Guarantor” </strong>means with respect to a Counterparty, each person specified as such in this writing, and if no such persons are specified, any person or entity issuing or providing a Guaranty in respect of obligations of such Counterparty.</p><p class="justify"><strong>“Guaranty” </strong>means a guaranty or assumption of liability as surety with respect to obligations of one or more Counterparties.</p><p class="justify"><strong>“Guaranty Document” </strong>means each guaranty, agreement, document or instrument under which an individual or entity provides a Guaranty or would provide a Guaranty but for the effect of these Exclusionary Terms.</p><p class="justify"><strong>“Swap” </strong>means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder other than (i) a swap entered into on, or subject to the rules of, a DCM, or (ii) a commodity option entered into pursuant to CFTC Regulation 32.3(a).</p><p class="justify"><strong>“Swap Obligation” </strong>means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap between an Excluding Party and one or more Counterparties.</p><p class="justify">The foregoing definitions shall be construed in a manner that is consistent with Section 2(e) of the CEA and any related rule, regulation or order of the CFTC, or the application or official interpretation of any thereof.</p></div></div></li>
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</ol></li><li data-amend="recording_of_conversations" data-comment-tag="comment_tag_id_27" data-id="recording_of_conversations">
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<div data-html="recording_of_conversations"><em><strong>Recording of Conversations. </strong></em>Each party (i) consents to the recording of telephone conversations between the trading, marketing and other relevant personnel of the parties in connection with this Agreement or any potential Transaction, (ii) agrees to obtain any necessary consent of, and give any necessary notice of such recording to, its relevant personnel and (iii) agrees, to the extent permitted by applicable law, that recordings may be submitted in evidence in any Proceedings.</div>
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</li></ol><p class="break-before" data-comment-tag="comment_tag_id_28"><strong>Part 5. Other Provisions</strong></p>
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</div><ol data-type="a"><li data-if="ISDA_definitions.ISDA_definitions_is === 'applicable'" data-comment-tag="comment_tag_id_29">
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<div data-amend="ISDA_definitions" data-id="ISDA_definitions">
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<div data-html="ISDA_definitions"><strong>ISDA Definitions.</strong> This Agreement is subject to the 2021 ISDA Interest Rate Derivatives Definitions (the “<strong>2021 Definitions</strong>”), published by the International Swaps and Derivatives Association, Inc. (“<strong>ISDA</strong>”), as amended and supplemented from time to time. The 1998 FX and Currency Option Definitions (the “<strong>FX and</strong> <strong>Currency Option Definitions</strong>”), published by ISDA, <em>et. al</em>., as amended and supplemented from time to time, are hereby incorporated by reference with respect to any “FX Transactions” and “Currency Option Transactions,” as defined by the FX and Currency Option Definitions. The 2005 ISDA Commodity Definitions (the “<strong>Commodity Definitions</strong>” and, together with the 2021 Definitions and the FX and Currency Option Definitions, the “<strong>Definitions</strong>”), as published by ISDA, as amended and supplemented from time to time, are hereby incorporated by reference with respect to each Transaction which is a commodity swap, commodity option, commodity swaption or commodity cap, collar or floor (each a “<strong>Commodity Transaction</strong>”). In the event of any inconsistency between the provisions of this Agreement and the Definitions, this Agreement will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Agreement or the Definitions, such Confirmation will prevail for the purposes of the relevant Transaction.</div>
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</li><li data-if="force_majeure.force_majeure_is === 'applicable'" data-comment-tag="comment_tag_id_30">
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<div data-html="force_majeure"><div><p><strong>Force Majeure. </strong>Section 5(b)(ii) of the Agreement is amended by:</p><ol data-type="i"><li><p>restating the first three lines thereof to read as follows:</p><p>“(ii) Force Majeure Event. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in this Agreement, by reason of any event or circumstance, including, without limitation, any natural, technological, political or governmental (which for greater certainty includes an act of state) or similar event or circumstance, occurring after a Transaction is entered into, on any day: -”; and</p></li><li><p>restating the last four lines thereof to read as follows:</p><p>“so long as such event or circumstance was not anticipated at the date of entering into the Transaction (or, in the case of the Early Termination Amount, the date of entering into this Agreement), is beyond the control of such Office, such party or such Credit Support Provider, as appropriate, and such Office, party or Credit Support Provider could not, after using all reasonable efforts (which will not require such party or Credit Support Provider to incur a loss, other than immaterial, incidental expenses), overcome such prevention, impossibility or impracticability;”.</p></li></ol></div></div>
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<div data-html="set_off"><strong>Set-Off.</strong> Section 6(f) is hereby amended by inserting in the sixth line thereof the words “or any affiliates of the Payee in circumstances where the Payee is the Non-defaulting Party or Non-Affected Party” following the words “payable by the Payee”.</div>
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<div data-html="service_of_process"><strong>Service of Process.</strong> With respect to the third sentence of Section 13(c), the reference therein to Section 12 to the contrary notwithstanding, no consent is given by either party to service of process by facsimile transmission.</div>
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<div data-html="waiver_of_jury_trial"><strong>Waiver of Jury Trial.</strong> Each party hereby irrevocably waives any and all right to trial by jury in any suit, action or proceeding arising out of or relating to this Agreement or any Transaction and acknowledges that this waiver is a material inducement to the other party’s entering into this Agreement.</div>
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<div data-html="escrow_payments"><div><p><strong>Escrow Payments.</strong></p><ol data-type="i"><li><p>If by reason of the time difference between cities in which payments are to be made it is not possible for simultaneous payments or deliveries to be made, or otherwise, on any date on which both parties are required to make payments or deliveries hereunder, either party may at its option and in its sole discretion notify that other party at least one Local Business Day prior to such date that payments on that date are to made in escrow to a bank of internationally recognised standing (the “<strong>Escrow Agent</strong>”) selected by such party.</p></li><li><p>In such case, deposit of any payment due for a Transaction earlier on that date shall be made by 2:00 P.M. local time on the Payment Date with the Escrow Agent accompanied by irrevocable payment instructions (a) to release the deposited payment to the intended recipient upon receipt by the Escrow Agent of the required deposit of the corresponding payment from the other party on the same date accompanied by irrevocable payment instructions to the same effect or (b) if the required deposit of the corresponding payment is not made on that same date, to return the payment deposited to the party that paid it into escrow.</p></li><li><p>The party that elects to have payments made in escrow shall pay the costs of the Escrow Agent and the costs applicable to the escrow arrangement and shall cause those arrangements to provide that the recipient of the payment due to be deposited first shall accrue interest for the credit of the recipient of such payment for each day the deposit is held in escrow. Interest shall be at the rate offered by the Escrow Agent for overnight deposits in the relevant currency in the office where it holds the deposited payment. Interest shall only be payable if the escrow payment is not released by the Escrow Agent by the end of the Local Business Day on which it is deposited for any reason other than the intended recipient's failure to make the escrow deposit it is required to make hereunder in a timely fashion.</p></li></ol></div></div>
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<div data-html="electronic_confirmations"><div><p><strong>Electronic Confirmations. </strong>Transactions may be confirmed in accordance with this subpart, notwithstanding anything to the contrary herein. Where a Transaction is confirmed by means of an electronic messaging system (including without limitation, circumstances where such electronic message is printed and faxed or otherwise delivered by one party to the other party) that the parties have elected to use to confirm such Transaction,</p><ol data-type="i"><li><p>such confirmation will constitute a Confirmation as referred to in this Agreement even where not so specified in the confirmation; and</p></li><li><p>such confirmation will supplement, form part of, and be subject to this Agreement and all provisions in this Agreement will govern the confirmation except as modified therein.</p></li></ol></div></div>
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<div data-html="electronic_signatures_or_no_signatures"><strong>Electronic Signatures or no Signatures.</strong> The parties agree that either party may use a computer-based system to issue certain Confirmations and that each such Confirmation executed by a party by means of an electronically-produced signature, or each such Confirmation that bears no signature of any kind, shall have the same legal effect as if, in the case of an electronic signature, such signature had been manually written on such Confirmation and in either case that each such Confirmation shall be deemed to have been signed by such party for the purposes of any statute or rule of law that requires such Confirmation to be signed. The parties acknowledge that, in any legal proceedings between them in any way relating to this Agreement, each party expressly waives any right to raise any defence or waiver of liability based upon the execution of a Confirmation by a party by means of an electronically-produced signature or a Confirmation that bears no signature. This provision shall apply to all such Confirmations outstanding as of the date hereof and to all Confirmations in respect of Transactions entered into between Party A and Party B after the date hereof.</div>
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<div data-html="notices"><div><p><strong>Notices</strong>. Section 12 of the ISDA Master Agreement is hereby deleted in its entirety and replaced with the following:</p><p>“<strong>Notices</strong>.</p><ol data-type="a"><li><p><strong>Effectiveness</strong>. Any notice or other communication in respect of this Agreement may be given in any manner described below (except that a notice or other communication under Section 5 or 6 may not be given by electronic messaging system) to the address or number or in accordance with the electronic messaging system or e-mail details provided (see the Schedule) and will be deemed effective as indicated:—</p><ol data-type="i"><li><p>if in writing and delivered in person or by courier, on the date it is delivered;</p></li><li><p>if sent by telex, on the date the recipient’s answerback is received;</p></li><li><p>if sent by facsimile transmission, on the date it is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);</p></li><li><p>if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date it is delivered or its delivery is attempted;</p></li><li><p>if sent by electronic messaging system, on the date it is received; or</p></li><li><p>if sent by e-mail, on the date it is relayed to the recipient’s email infrastructure (it being agreed that data captured by the sender’s email infrastructure, whether or not including data from the recipient’s email infrastructure, may be used as evidence that the email has been successfully relayed to the recipient’s email infrastructure),</p></li></ol><p>unless the date of that delivery (or attempted delivery), receipt or relay, as applicable, is not a Local Business Day or that communication is delivered (or attempted), received or relayed, as applicable, after the Notice Delivery Cut-off on a Local Business Day, in which case that communication will be deemed given and effective on the first following day that is a Local Business Day.</p></li><li><p><strong>Change of Details</strong>. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system or e-mail details at which notices or other communications are to be given to it.</p><p>For the purpose of this Section 12:</p><p>“<strong>Notice Delivery Cut-off</strong>” means, in connection with the delivery of a notice under Section 12 of this Agreement, the Notice Delivery Cut-off Time in the Notice Delivery Location for the recipient of such notice.</p><p>“<strong>Notice Delivery Cut-off Time</strong>” means, 17:00 EST (local time).</p><p>“<strong>Notice Delivery Location</strong>” means, in connection with the delivery of a notice under Section 12 of this Agreement to a party, the city, region, or country specified below for such party:</p><p>Party A:The office of Party A as specified in the Confirmation. If the Confirmation does not specify the office of Party A, the Notice Delivery Location shall be Toronto.</p><p>Party B: The office of Party B as specified in the Confirmation”</p></li></ol></div></div>
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</li><li data-if="incorporation_of_2002_master_agreement_protocol_terms.incorporation_of_2002_master_agreement_protocol_terms_is === 'applicable'" data-comment-tag="comment_tag_id_38">
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<div data-html="incorporation_of_2002_master_agreement_protocol_terms"><strong>Incorporation of 2002 Master Agreement Protocol Terms.</strong> The parties agree that with effect from the date of this Agreement the terms of each Annex to the 2002 Master Agreement Protocol published by the International Swaps and Derivatives Association, Inc. (the “<strong>Master Agreement Protocol</strong>”) shall apply to this Agreement as if the parties had adhered to the Master Agreement Protocol without amendment.</div>
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<li data-if="incorporation_by_reference_of_covenants.incorporation_by_reference_of_covenants" data-comment-tag="comment_tag_id_39"><div data-amend="incorporation_by_reference_of_covenants" data-id="incorporation_by_reference_of_covenants">
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<div data-html="incorporation_by_reference_of_covenants"><div><p><strong>Incorporation by Reference of Covenants</strong><em><strong>.</strong></em> Party B covenants and agrees that upon the expiration, cancellation or termination of a Financial Agreement (the “Reference Date”) and thereafter until all obligations of Party B hereunder are paid in full, it shall duly keep, perform and observe each and every covenant set forth in such Financial Agreement. As of the Reference Date all of such covenants together with related definitions and ancillary provisions, are hereby incorporated into this Agreement by reference, <em>mutatis mutandis</em>, as if such terms were set forth in this Agreement in full, without regard to any termination of such Financial Agreement, without regard to any expiration of any commitment thereunder and without regard to the final payment in full of any obligations of Party B or any other person or entity thereunder. To the extent that any covenant incorporated herein by reference is inconsistent with the other terms of this Agreement, Party A shall not be deemed to have waived any rights hereunder by virtue of such inconsistency. If such Financial Agreement terminates, any commitment thereunder expires or any obligations of Party B thereunder are paid in full and any covenant incorporated herein by reference requires Party B to obtain the consent of any agent, lender or lenders, then, for the purpose of this Agreement, Party B shall be required to obtain the consent of Party A.</p><p>Any failure of Party B to comply with this provision shall constitute an Event of Default with respect to Party B under this Agreement.</p></div></div></div></li>
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<div data-amend="ISDA_dodd_frank_protocols" data-id="ISDA_dodd_frank_protocols">
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<div data-html="ISDA_dodd_frank_protocols"><em><strong>ISDA Dodd Frank Protocols. </strong></em>If, prior to the date hereof, both parties have adhered to the ISDA August DF Protocol Agreement, as published on August 13, 2012, by ISDA (the "<strong>August Protocol Agreement</strong>"), the ISDA March 2013 DF Protocol Agreement, as published on March 22, 2013, by ISDA (the "<strong>March Protocol Agreement</strong>"), the ISDA 2021 SBS Top-Up Protocol Agreement, as published on February 25, 2021, by ISDA (the "<strong>SBS Top-Up Protocol Agreement"</strong>), the ISDA 2021 SBS Protocol Agreement, as published on May 3, 2021, by ISDA (the "<strong>SBS Protocol Agreement'</strong>), or all, and have delivered "<strong>Matched Questionnaires</strong>" (as defined in the August Protocol Agreement, March Protocol Agreement and SBS Protocol Agreement, as applicable), the parties hereto agree that this Master Agreement shall be supplemented to the same extent as if it were a "Matched PCA" under the August Protocol Agreement, March Protocol Agreement and SBS Protocol Agreement, as applicable.</div>
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</div>
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</li><li data-if="notice_of_event_of_default_and_termination_event.notice_of_event_of_default_and_termination_event_is === 'applicable'" data-comment-tag="comment_tag_id_41"> <div data-amend="notice_of_event_of_default_and_termination_event" data-id="notice_of_event_of_default_and_termination_event">
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<div data-html="notice_of_event_of_default_and_termination_event"><strong>Notice of Event of Default and Termination Event. </strong>Party B agrees, upon learning of the occurrence of any event or commencement of any condition that constitutes (or that with the giving of notice or passage of time or both would constitute) an Event of Default or a Termination Event with respect to Party B, promptly to give Party A notice of such event or condition (or, in lieu of giving notice of such event or condition in the case of an event or condition that with the giving of notice or passage of time or both would constitute an Event of Default or Termination Event with respect to Party B, to cause such event or condition to cease to exist before becoming an Event of Default or Termination Event).</div></div></li><li data-if="part_5_scope_of_agreement.part_5_scope_of_agreement_is === 'applicable'" data-comment-tag="comment_tag_id_42"><div data-amend="part_5_scope_of_agreement" data-id="part_5_scope_of_agreement">
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<div data-html="part_5_scope_of_agreement"><strong>Scope of Agreement. </strong>Notwithstanding anything in this Agreement to the contrary, if the parties enter into any FX Transaction or Currency Option Transaction (as defined in the 1998 ISDA FX and Currency Option Definitions published by the International Swaps and Derivatives Association, Inc.) such transaction shall be subject to, governed by and construed in accordance with the terms of this Agreement even where not so specified in the confirmation, and such confirmation shall constitute a “Confirmation” as referred to in this Agreement unless the confirmation relating thereto shall specifically state to the contrary. Each such FX Transaction or Currency Option Transaction shall be a Transaction for the purposes of this Agreement.</div></div></li><li data-if="transfer.transfer_is === 'applicable'" data-comment-tag="comment_tag_id_43"><div data-amend="transfer" data-id="transfer">
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<div data-html="transfer"><div><p><strong>Transfer.</strong></p><ol data-type="i"><li><p>Section 7 shall be amended by adding the words "which consent shall not be unreasonably withheld" after the word "party" in the third line thereof; and</p></li><li><p>The additional language shall be added at the end of Section 7, following the words, "will be void.":</p><p>"Notwithstanding the foregoing, no consent shall be required to be given by Party B to Party A for any transfer required by the U.S. Special Resolution Regime-FDIA and the U.S. Special Resolution Regime-OLA".</p></li><li><p>Notwithstanding the provisions of Section 7, Party A may assign and delegate its rights and obligations under (i) any one or more Transactions or (ii) this Agreement and all Transactions hereunder (the “<em><strong>Transferred Obligations</strong></em>”) to any direct or indirect Affiliate of Party A (including TDBNA or any other Affiliate) (the “<em><strong>Assignee</strong></em>”) by notice specifying the effective date of such transfer (“<em><strong>Effective Date</strong></em>”) and including an executed acceptance and assumption by the Assignee of the Transferred Obligations.</p><p>On the Effective Date, (a) Party A shall be released from all obligations and liabilities arising under the Transferred Obligations; and (b) if Party A has not assigned and delegated its rights and obligations under this Agreement and all Transactions hereunder, the Transferred Obligations shall cease to be Transaction(s) under this Agreement and shall be deemed to be Transaction(s) under the master agreement, if any, between Assignee and Party B, provided that, if at such time Assignee and Party B have not entered into a master agreement, Assignee and Party B shall be deemed to have entered into an ISDA 2002 form of Master Agreement with a Schedule substantially in the form hereof but amended to reflect the name of the Assignee and the address for notices and any amended representations under Part 2 hereof as may be specified in the notice of transfer.</p></li></ol></div></div></div></li><li data-if="foreign_account_tax_compliance_act_and_dividend_equivalent_amounts.foreign_account_tax_compliance_act_and_dividend_equivalent_amounts_is === 'applicable'" data-comment-tag="comment_tag_id_44">
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<div data-amend="foreign_account_tax_compliance_act_and_dividend_equivalent_amounts" data-id="foreign_account_tax_compliance_act_and_dividend_equivalent_amounts">
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<div data-html="foreign_account_tax_compliance_act_and_dividend_equivalent_amounts"><div><p><strong>Foreign Account Tax Compliance Act and Dividend Equivalent Amounts</strong></p><ol data-type="i"><li><p>Foreign Account Tax Compliance Act. In the event that either party is not an adherent to the ISDA 2012 FATCA Protocol published by the International Swaps and Derivatives Association, Inc. on August 15, 2012 and available on the ISDA website (www.isda.org) (the “<strong>FATCA Protocol</strong>”), the parties hereby agree that the amendments set out in the Attachment to the FATCA Protocol shall apply to this Agreement. The parties further agree for such purpose that the Agreement will be deemed to be a Covered Master Agreement, as amended by the parties for the purposes of such Protocol amendment(s) regardless of the definitions of such terms in the Protocol(s), and that the Implementation Date shall be the Trade Date of this Transaction.</p></li><li><p>Dividend Equivalent Amounts. In the event that either party is not an adherent to the ISDA 2015 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015 and available on the ISDA website (www.isda.org) (the “<strong>HIRE Act Protocol</strong>”), the parties hereby agree that the amendments set out in the Attachment to the HIRE Act Protocol shall apply to this Agreement. The parties further agree for such purpose that the Agreement will be deemed to be a Covered Master Agreement, as amended by the parties for the purposes of such Protocol amendment(s) regardless of the definitions of such terms in the Protocol(s), and that the Implementation Date shall be the Trade Date of this Transaction.</p></li></ol></div></div>
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</li><li data-if="contractual_recognition_of_stay_in_resolution.contractual_recognition_of_stay_in_resolution_is === 'applicable'" data-comment-tag="comment_tag_id_45">
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<div data-amend="contractual_recognition_of_stay_in_resolution" data-id="contractual_recognition_of_stay_in_resolution">
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<div data-html="contractual_recognition_of_stay_in_resolution"><strong>Contractual Recognition of Stay in Resolution</strong>. With respect to this Agreement, each party agrees to the application of subsections 39.15(7.1) to (7.104) and (7.11) of the <em>Canada Deposit Insurance Corporation Act</em>, RSC, 1985, c. C-3 in relation to the actions that the parties may take.</div>
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</li><li data-if="joint_and_several_obligations.joint_and_several_obligations_is === 'applicable'" data-comment-tag="comment_tag_id_46">
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<div data-amend="joint_and_several_obligations" data-id="joint_and_several_obligations">
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<div data-html="joint_and_several_obligations"><div><p><strong>Joint and Several Obligations</strong>. Each of the entities comprising Party B hereby unconditionally and irrevocably agree this Agreement is a joint and several agreement and it is jointly and severally liable to Party A for the performance of all obligations of Party B under this Agreement and each Confirmation (including but not limited to the payment of all amounts owing thereunder). Not in limitation of the immediately preceding sentence, (i) each of the entities comprising Party B makes the representations set forth in Section 3 of this Agreement and, if applicable, in Paragraph 9 of the Credit Support Annex to Party A, (ii) each of the entities comprising Party B makes the agreements set forth in Section 2 and Section 4 of this Agreement and undertakes joint and several liability with the other entities comprising Party B for the performance of such agreements, (iii) an Event of Default or Termination Event shall be deemed to occur with respect to Party B if it occurs with respect to any of the entities comprising Party B and therefore, each of the comprising entities of Party B and together, Party B, shall be deemed to be the Defaulting Party, the Affected Party or the Burdened Party, as the case may be, and (iv) the submission set forth in Section 13(a) of this Agreement, the waivers set forth in Section 13(b) and (d) of this Agreement and the consent set forth in Section 13(c) are applicable to each of the entities comprising Party B. Collateral transferred by any one or more of the entities comprising Party B shall secure the obligations of each and all such entities hereunder, jointly and severally. Each obligation of Party B hereunder shall be subject to any set-off that Party A may exercise against any or all entities comprising Party B whether under this agreement or otherwise.</p><p>Each of the entities comprising Party B agrees that the performance by Party A of its payment or delivery obligations under this Agreement or any Confirmation to any of the entities comprising Party B shall constitute the full and complete performance of Party A’s obligation to Party B.</p><p>Each of the entities comprising Party B executes this Agreement as a primary obligor, not as surety. Party A shall not be bound to exhaust its recourse or to take any action against any one of such entities before being entitled to performance under this Agreement from each of the other entities, but rather Party A may make such demands and take such actions as it deems advisable and may apply money received from any such entity upon such part of the obligations arising under this Agreement as Party A may think best.</p><p>Each of the entities comprising Party B hereby waives notice of failure by any other of such entities to pay when due any amount payable by any other of such entities under this Agreement. Each of the entities comprising Party B consents to and waives notice of (a) extension or renewal of any obligation arising under this Agreement, (b) amendment or termination or waiver of any provision of this Agreement as between Party A and any other of the entities comprising Party B, and (c) release of any of the other entities comprising Party B or cancellation of its obligations under the Agreement.</p><p>After an Event of Default has occurred, so long as it is continuing and until full and final payment to Party A of all amounts due to it under this Agreement, each of the entities comprising Party B (a) agrees not to exercise any right it may acquire against any of the other entities comprising Party B (whether by subrogation, reimbursement, contribution, or otherwise) as a result of payments made to Party A under this Agreement, (b) assigns to Party A all such rights such entity may have in any bankruptcy, receivership, or insolvency proceedings commenced by or against any of the other entities comprising Party B or its property, and (c) appoints Party A attorney-in-fact for it to appear in any such proceeding, file claims, receive payments, and to do any other act which it could do personally in connection with such rights.</p></div></div>
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</li><li data-if="incorporation_by_reference_QFC_rider.incorporation_by_reference_QFC_rider_is === 'applicable'" data-comment-tag="comment_tag_id_59">
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<div data-amend="incorporation_by_reference_QFC_rider" data-id="incorporation_by_reference_QFC_rider">
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<div data-html="incorporation_by_reference_QFC_rider"><div><p><strong>Incorporation by Reference QFC Rider. </strong>The parties agree that (i) to the extent that prior to the date hereof both parties have adhered to the 2018 ISDA U.S. Resolution Stay Protocol (the “<strong>Protocol</strong>”), the terms of the Protocol are incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a Protocol Covered Agreement and each party shall be deemed to have the same status as Regulated Entity and/or Adhering Party as applicable to it under the Protocol; (ii) if clause (i) does not apply, to the extent that prior to the date hereof the parties have executed a separate agreement the effect of which is to amend the qualified financial contracts between them to conform with the requirements of the QFC Stay Rules (the “<strong>Bilateral Agreement</strong>”), the terms of the Bilateral Agreement are incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a “Covered Agreement” and each party shall be deemed to have the status of “Covered Entity” or “Counterparty Entity” (or other similar terms) as applicable to it under the Bilateral Agreement; or (iii) if clause (i) and clause (ii) do not apply, the terms of Section 1 and Section 2 and the related defined terms (together, the “<strong>Bilateral Terms</strong>”) of the form of bilateral template entitled “Full-Length Omnibus (for use between Non-U.S. G-SIBs and Corporate Groups)” published by ISDA on November 2, 2018 (currently available on the 2018 ISDA U.S. Resolution Stay Protocol page at www.isda.org and, a copy of which is available upon request), the effect of which is to amend the qualified financial contracts between the parties thereto to conform with the requirements of the QFC Stay Rules, are hereby incorporated into and form a part of this Agreement, and for such purposes this Agreement shall be deemed a “Covered Agreement” (with no exclusion for any Multi-Branch Agreement), Party A shall be deemed a “Covered Entity” and Party B shall be deemed a “Counterparty Entity.” In the event that, after the date of this Agreement, both parties hereto become adhering parties to the Protocol, the terms of the Protocol will replace the terms of this provision. In the event of any inconsistencies between this Agreement and the terms of the Protocol, the Bilateral Agreement, or the Bilateral Terms, as incorporated into this Agreement (the “<strong>QFC Stay Terms</strong>”), the QFC Stay Terms will govern. Terms used in this provision without definition shall have the meanings assigned to them under the QFC Stay Rules. For purposes of this provision, references to “this Agreement” include any related credit enhancements entered into between the parties or provided by one to the other. In addition, the parties agree that the terms of this provision shall also be incorporated into any related covered affiliate credit enhancements, with all references to Party A replaced by references to the covered affiliate support provider.</p><p>“<em>QFC Stay Rules</em>” means the regulations codified at 12 C.F.R. 252.2, 252.81–8, 12 C.F.R. 382.1-7 and 12 C.F.R. 47.1-8, which, subject to limited exceptions, require an express recognition of the stay-and-transfer powers of the FDIC under the Federal Deposit Insurance Act and the Orderly Liquidation Authority under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the override of default rights related directly or indirectly to the entry of an affiliate into certain insolvency proceedings and any restrictions on the transfer of any covered affiliate credit enhancements.</p></div></div>
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</ol><p class="break-before" data-comment-tag="comment_tag_id_52" data-if="!((section_3_6a_exercise.section_3_6a_exercise_is === 'not_applicable') && (scope_of_agreement.scope_of_agreement_is === 'not_applicable') && (terms_relating_to_payment_of_premium.terms_relating_to_payment_of_premium_is === 'not_applicable') && (novation_netting_fx_transactions.novation_netting_fx_transactions_is === 'not_applicable') && (discharge_and_termination_of_currency_option_transactions.discharge_and_termination_of_currency_option_transactions_is === 'not_applicable') && (part_6_other_provisions.other_provisions_is === 'not_applicable'))"><strong>Part 6. Foreign Exchange and Currency Option Provisions</strong></p><div data-if="!(part_6_other_provisions.other_provisions_is === 'applicable')" class="hidden-from-export"><div class="part_6_other_provisions"></div></div><ol data-type="a">
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<li data-if="section_3_6a_exercise.section_3_6a_exercise_is === 'applicable'" data-comment-tag="comment_tag_id_53">
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<div data-html="section_3_6a_exercise"><div><p><strong>Section 3.6(a) - Exercise. </strong>Section 3.6(a) of the FX Definitions is hereby amended by deleting in its entirety the final sentence thereof and adding the following two sentences at the end thereof:</p><p>“A Currency Option Transaction may be exercised in whole or in part. If a Currency Option Transaction is exercised in part, the unexercised portion shall not be extinguished thereby but shall remain a Currency Option Transaction to the extent of such unexercised portion until the earlier of (i) the expiration of the Currency Option Transaction or (ii) an exercise of the Currency Option Transaction that leaves no remaining unexercised portion thereof.”</p></div></div>
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330
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<li data-if="scope_of_agreement.scope_of_agreement_is === 'applicable'" data-comment-tag="comment_tag_id_54">
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<div data-amend="scope_of_agreement" data-id="scope_of_agreement">
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332
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<div data-html="scope_of_agreement"><strong>Scope of Agreement. </strong>Notwithstanding anything in this Agreement to the contrary, if the parties enter into any FX Transaction or Currency Option Transaction, such transaction shall be subject to, governed by and construed in accordance with the terms of this Agreement even where not so specified in the confirmation, and such confirmation shall constitute a “Confirmation” as referred to in this Agreement unless the confirmation relating thereto shall specifically state to the contrary. Each such FX Transaction or Currency Option Transaction shall be a Transaction for the purposes of this Agreement.</div>
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333
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</div>
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334
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</li>
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335
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<li data-if="terms_relating_to_payment_of_premium.terms_relating_to_payment_of_premium_is === 'applicable'" data-comment-tag="comment_tag_id_55">
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<div data-amend="terms_relating_to_payment_of_premium" data-id="terms_relating_to_payment_of_premium">
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337
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<div data-html="terms_relating_to_payment_of_premium"><div><p><strong>Terms Relating to Payment of Premium.</strong></p><ol data-type="i"><li><p>Unless otherwise agreed in writing by the parties, the Premium related to a Currency Option Transaction shall be paid on its Premium Payment Date in immediately available funds.</p></li><li><p>If a Premium is not received on the Premium Payment Date, the Seller may elect to:</p><ol data-type="1"><li><p>accept a late payment of such Premium;</p></li><li><p>to give written notice of such non-payment and, if such payment shall not be received within two Local Business Days of such notice, treat the related Currency Option Transaction as void; or</p></li><li><p>to give written notice of such non-payment and, if such payment shall not be received within two Local Business Days of such notice, treat such non-payment as an Event of Default under Section 5(a)(i).</p></li></ol></li><li><p>If the Seller elects to act under paragraph (i)(1) above, the Buyer shall pay interest on such Premium in the same currency as such Premium from the day such Premium was due until the day paid at the Default Rate, as determined in good faith by the Seller.</p></li><li><p>If the Seller elects to act under paragraph (i)(2) above, the Buyer shall pay all out-of-pocket costs and actual damages incurred in connection with such unpaid or late Premium or void Currency Option Transaction, including without limitation, interest on such Premium in the same currency as such Premium at the then prevailing market rate and any other costs or expenses incurred by the Seller in covering its obligations (including, without limitation, a delta hedge) with respect to such Currency Option Transaction.</p></li></ol></div></div>
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338
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</div>
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339
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</li>
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340
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<li data-if="novation_netting_fx_transactions.novation_netting_fx_transactions_is === 'applicable'" data-comment-tag="comment_tag_id_56">
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341
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<div data-amend="novation_netting_fx_transactions" data-id="novation_netting_fx_transactions">
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342
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<div data-html="novation_netting_fx_transactions"><div><p><strong>Novation Netting - FX Transactions.</strong></p><p><strong>Automatic Novation Netting. </strong>In addition to the settlement netting provisions of Section 2(c) of this Agreement, unless otherwise agreed, if the parties enter into an FX Transaction that is governed by this Agreement through a pair of Novation Netting Offices giving rise to an obligation under this Agreement to pay an amount of currency (a “<strong>Currency Obligation</strong>”) on the same date and in the same currency as a then existing Currency Obligation between the same pair of Novation Netting Offices then, immediately upon entering into such FX Transaction, each such Currency Obligation shall automatically and without further action be canceled and simultaneously replaced by a new Currency Obligation for such date determined as follows: The amount of such currency that would otherwise have been payable by each party on such date shall be aggregated and the party with the larger aggregate amount shall have a new Currency Obligation to pay to the other party the amount of such currency by which its aggregate amount exceeds the other party’s aggregate amount, provided that if the aggregate amounts are equal, no new Currency Obligation shall arise. This paragraph shall not affect any other Currency Obligation of a party to pay any different currency on the same date. This provision shall apply notwithstanding that either party (i) may fail to send out a Confirmation in respect of any new Currency Obligation, or (ii) may fail to record in any of its books the new Currency Obligation.</p><p>“Novation Netting Office” means in relation to Party A:</p><p>Toronto, London and any other office so designated from time to time.</p><p>“Novation Netting Office” means in relation to Party B:</p><p>Party B’s head office, or the offices indicated in Part 4(d) of this Schedule as being applicable to Party B.</p></div></div>
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343
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</div>
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344
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</li>
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345
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<li data-if="discharge_and_termination_of_currency_option_transactions.discharge_and_termination_of_currency_option_transactions_is === 'applicable'" data-comment-tag="comment_tag_id_57">
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<div data-amend="discharge_and_termination_of_currency_option_transactions" data-id="discharge_and_termination_of_currency_option_transactions">
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347
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<div data-html="discharge_and_termination_of_currency_option_transactions"><div><p><strong>Discharge and Termination of Currency Option Transactions. </strong>Unless otherwise agreed, any Call Option or any Put Option written by a party will automatically be terminated and discharged, in whole or in part, as applicable, against a Call Option or a Put Option, respectively, written by the other party, such termination and discharge to occur automatically upon the payment in full of the last Premium payable in respect of such Currency Option Transaction; provided that such termination and discharge may only occur in respect of Currency Option Transactions:</p><ol data-type="i"><li><p>each being with respect to the same Put Currency and the same Call Currency;</p></li><li><p>each having the same Expiration Date and Expiration Time;</p></li><li><p>each being of the same style, ie. either both being American Style Options or both being European Style Options;</p></li><li><p>each having the same Strike Price; and</p></li></ol><ol start="5" data-type="i"><li><p>neither of which shall have been exercised by delivery of a Notice of Exercise;</p></li></ol><p>and, upon the occurrence of such termination and discharge, neither party shall have any further obligation to the other party in respect of the relevant Currency Option Transactions or, as the case may be, parts thereof so terminated and discharged. In the case of a partial termination and discharge (ie. where the relevant Currency Option Transactions are for different amounts of the Currency Pair), the remaining portion of the Currency Option Transaction which is partially discharged and terminated shall continue to be a Currency Option Transaction for all purposes of this Agreement.</p></div></div>
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348
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</div>
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349
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</li>
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350
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</ol><p class="center">[<em>Signature page follows</em>]</p>
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<br>
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<p class="justify"><strong>IN WITNESS WHEREOF</strong> the parties have executed this Schedule with effect from the date specified on the first page of this document.</p>
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<div data-page-ref="signaturePagePartyA"><p><strong><tag-me data-html="parties.partyA_name">Party A</tag-me></strong></p><div data-range="true" data-amend="signature_blocks" data-id="signature_blocks">
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<div data-range="true" data-html="partyA_signature_block"><div><p class="justify">By: _________________________</p><p class="justify">Name:</p><p class="justify">Title:</p></div></div>
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</div></div>
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<div data-page-ref="signaturePagePartyB">
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<p><strong><tag-me data-html="parties.partyB_name">Party B</tag-me></strong></p><div data-range="true" data-amend="signature_blocks" data-id="signature_blocks">
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<div data-range="true" data-html="partyB_signature_block"><div><p>By: _________________________</p><p>Name:</p><p>Title:</p><p><br></p><p>By: _________________________</p><p>Name:</p><p>Title:</p></div></div>
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360
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</div>
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361
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</div>
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362
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363
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364
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365
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366
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</div>
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