WILL BE DEEMED TO BE AN "ILLEGALITY".
(H)
TERM.
SUBJECT TO THE EARLIER OCCURRENCE OF AN EARLY TERMINATION
DATE, PARTY A SHALL NOT BE OBLIGED TO ENTER INTO FURTHER TRANSACTIONS UNDER THIS
AGREEMENT COMMENCING ON AUGUST 31, 2012 (THE "TERMINATION DATE"); PROVIDED,
HOWEVER, THAT PARTY A, ON OR BEFORE THE DATE THAT IS 180 DAYS PRIOR TO THE THEN
CURRENT TERMINATION DATE BUT NO SOONER THAN APRIL 1, 2011, SHALL HAVE THE RIGHT
TO EXTEND THE TERMINATION DATE ON THE THEN CURRENT TERMS AND CONDITIONS TO
AUGUST 31, 2013 (THE "EXTENDED TERM") (IN WHICH CASE PARTY A SHALL NOT BE
OBLIGED TO ENTER INTO FURTHER TRANSACTIONS BEYOND THE TERMINATION DATE SO
EXTENDED). FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT AND THE SPECIFIED
AGREEMENTS SHALL OTHERWISE REMAIN IN FULL FORCE AND EFFECT UNTIL THE DISCHARGE
OF ISDA OBLIGATIONS.
NEITHER PARTY B, NOR ANY SPECIFIED ENTITY OF PARTY B,
SHALL ENTER INTO ANY AGREEMENT OR SERIES OF AGREEMENTS WHICH PROVIDE FOR
TRANSACTIONS SIMILAR TO THOSE CONTEMPLATED BY ANY
15
ONE OR MORE OF THE SPECIFIED AGREEMENTS UNLESS SUCH AGREEMENT OR AGREEMENTS DO
NOT BECOME EFFECTIVE UNTIL AFTER THE TERMINATION DATE AND AFTER THE DISCHARGE OF
ISDA OBLIGATIONS HAS OCCURRED.
(I)
NO OBLIGATION.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT TO THE CONTRARY, PARTY A (A) SHALL HAVE NO OBLIGATION TO ENTER INTO
ANY TRANSACTION WITH PARTY B OR TO PROVIDE CREDIT SUPPORT THAT HAS A TERM,
CALCULATION PERIOD, DELIVERY PERIOD, MATURITY OR EXPIRATION WHICH EXTENDS BEYOND
THE DATE THAT IS 12 MONTHS PRIOR TO THE MATURITY DATE OF THE NOTES, AND
(B) SHALL NOT BE OBLIGATED TO ENTER INTO ANY TRANSACTION (INCLUDING ANY
TRANSACTION HEREUNDER) WITH PARTY B OR ANY SPECIFIED ENTITY OF PARTY B FOLLOWING
THE OCCURRENCE OF A DEFAULT OR POTENTIAL TERMINATION EVENT (HOWEVER DEFINED) BY
PARTY B OR ANY SPECIFIED ENTITY OF PARTY B UNDER ANY OF THE SPECIFIED
AGREEMENTS, WHICH DEFAULT OR POTENTIAL TERMINATION EVENT HAS NOT BEEN CURED OR
WAIVED BY PARTY A IN ACCORDANCE WITH THE TERMS OF THE APPLICABLE SPECIFIED
AGREEMENT.
(J)
FURTHER REPRESENTATIONS OF PARTY B AND ITS SPECIFIED ENTITIES.
EACH SPECIFIED ENTITY OF PARTY B, PARTY B IN RESPECT OF EACH OF ITS SPECIFIED
ENTITIES AND PARTY B AS TO ITSELF AS SET FORTH BELOW, REPRESENTS AND WARRANTS TO
PARTY A (WHICH REPRESENTATIONS WILL BE DEEMED TO BE REPRESENTED BY PARTY B AND
EACH SUCH SPECIFIED ENTITY ON EACH DATE ON WHICH A TRANSACTION IS ENTERED INTO
AND ON EACH DATE THAT PARTY A ISSUES OR ARRANGES FOR THE ISSUANCE OF CREDIT
SUPPORT AND, OTHER THAN IN RESPECT OF PART 5(J)(III) AND PART 5(J)(IV), AT ALL
TIMES UNTIL THIS AGREEMENT IS TERMINATED):
(I)
EXISTENCE AND AUTHORIZATION.
(A)
SUCH PARTY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION AND IS QUALIFIED AS A FOREIGN
CORPORATION IN EACH JURISDICTION WHERE IT CONDUCTS BUSINESS WHERE SUCH
QUALIFICATION IS REQUIRED, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A