4) Breach of NFC Representation: If any of the representations made by you in Clause 1 proves to have been incorrect or misleading in any material respect when made( or deemed repeated) by you, you agree to negotiate with us in good faith and in a commercially reasonable manner, to:
(a) if the Relevant NFC Transaction Clearing Deadline Date has not occurred in relation to any Relevant NFC Clearable Transaction, (i) agree, implement and apply any amendments or modifications to terms of such Relevant NFC Clearing Deadline Date, including any amendments, modifications and/ or steps, as applicable, to ensure the payment of any Balancing Payment Amount under Clause 4 (a)(ii);and(ii) agree the Balancing Payment Amount, if any such Balancing Payment Amount is to be paid; and
(b) (i) agree, implement and apply any amendments or modifications to the terms of any Relevant NFC Non-Clearable Transaction, or to any related Risk Mitigation Techniques are adhered to in respect of each such Relevant NFC Non-Clearable Transaction from, and including, the Relevant NFC Non-Clearable Transaction Risk Mitigation Deadline Date, including any amendments, modifications and/ or steps, as applicable to ensure the payment of any Balancing Risk Mitigation Payment Amount under Clause 4 (b)(ii);and(ii) agree the Balancing Risk Mitigation Payment Amount, if any, payable between you and us and the date on which any such Balancing Risk Mitigation Payment Amount is to be paid.
5) Non-compliance: If:
违约
(a) subject to Clause 6, any Relevant NFC Clearable Transaction is not Cleared by Relevant NFC Transaction Clearing Deadline Date( including, without limitation, as a result of the Relevant NFC Transaction Clearing Deadline Date occurring before the date on which both of us are aware that any of the representations you have made in Clause 1 in respect of such Relevant NFC Clearable Transaction was incorrect or misleading in any material respect);or
(b) the Risk Mitigation Techniques are not adhered to in respect of any Relevant NFC Non-Clearable Transaction Risk Mitigation Deadline Date, we shall be entitled to specify a Liquidation Date ( as such term is defined in our Terms of Business) for the termination and liquidation of such Relevant NFC Clearable Transaction(s) and calculate a Liquidation Amount( as such term is defined in our Terms of Business) payable in respect of such Relevant NFC Clearable Transaction(s) in accordance with our Terms of Business. Such Liquidation Amount shall be paid in accordance with the Clauses in our Terms of Business. For the purpose of any termination and liquidation of any Relevant NFC Clearable Transaction(s) pursuant to this Clause 5, such Relevant NFC Clearable Transaction(s) shall be deemed to be the sole Netting Transaction(s),you will be deemed to be the Defaulting Party and we will be deemed to be the Non- Defaulting Party. For the purpose of our determination of a Liquidation Amount pursuant to this Clause 5, it will be deemed that both Clause 1(a)and (b) above apply to you ( whether or not in fact this is the case)/ Where any termination and liquidation of Relevant NFC Transaction(s) occurs solely as a result of the circumstances set out in Clause 5 (a) and/ or(b) above( and not as a result of an Event of Default), our Terms of Business shall not apply. For the avoidance of doubt but without prejudice to the rights, powers, remedies and privileges provided by law, neither the making by you of an incorrect or misleading representation under Clause .1 nor the failure of either of us to take any action required by Clause.4 to negotiate in good faith and in a commercially reasonable manner will constitute an Event of Default under this Agreement. For the avoidance of doubt, failure by us, for whatever reason, to take any action required under Clause 4 will not prevent us from specifying a Liquidation Date pursuant to this Clause 5.