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which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a) Entire Agreement. This Agreement constitutes the 供證明而有所影響。

(d) 虧損之證明。為本第8條之目的，倘一方得證明若實際發生兌換或購買，該方將蒙受損失，則該方視為已盡對虧損之證明責任。

9. 其它規定

(a) 完整協議。本協議構成雙方就本協議下相關事宜之entire agreement and understanding of the parties with respect to its subject matter. Each of the parties acknowledges that in entering into this Agreement it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Agreement) and waives all rights and remedies which might otherwise be available to it in respect thereof, except that nothing in this Agreement will limit or exclude any liability of a party for fraud.

(b) Amendments. An amendment, modification or waiver in respect of this Agreement will only be effective if in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system.

(c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e) Counterparts and Confirmations.

(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission and by electronic messaging system), each of which will be deemed an original.

(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation will be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes, by an exchange of electronic messages on an electronic messaging system or by an exchange of e-mails, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, electronic message or e-mail constitutes a Confirmation.

(f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or

全部協議及瞭解。各方承認其於簽訂本協議時並無依賴任何口頭或書面之陳述、擔保或其他保證(本協議中規定或提及者除外)，並就以上所述拋棄原本得享有之一切權利和救濟，惟本協議之內容不得限制或排除一方之任何詐欺責任。

(b) 修訂。除非以書面形式(包括以傳真證明之書面文件)並經雙方簽署，或經交換電傳或透過電子訊息系統交換之電子訊息所確認，任何與本協議有關之修訂、修改或棄權均為無效。

(c) 義務之續存。於不影響第2(a)(iii)條及第6(c)(ii)條之情況下，雙方在本協議下之義務於任何交易終止後仍然有效。

(d) 累積補救。除本協議另有規定外，本協議規定之權利、權力、補救及特權具累積性，並不排除法律規定之任何權利、權力、補救及特權。

(e) 副本和確認。

(i) 本協議(及有關本協議之各修訂、修改及棄權)得以副本簽署及交付(包括以傳真及電子訊息系統發送之副本)，各副本均被視為正本。

(ii) 雙方自其同意各交易之條款起(不論以口頭或其它方式為之)，受各交易條款之法律約束。於實際可行之情況下，應儘速簽署交易之確認書，並得以副本簽署及交付(包括以傳真發送)，或由交換電傳或透過電子訊息系統交換電子訊息或交換電子郵件而建立確認書，上述各種方式均足以證明具有約束力之協議補充文件之存在。雙方將於該通訊中或透過其他有效途徑敘明，任何該等復本、電傳、電子訊息或電子郵件均構成一項確認書。

(f) 非棄權。未能或延遲行使與本協議有關之任何權利、權力或特權不得被視為棄權，單獨或部份行使任何

partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

(h) Interest and Compensation. 權利、權力或特權不得視為放棄對以後或進一步對該權利、權力或特權之行使，或任何其它權利、權力或特權之行使。

(g) 標題。本協議所用標題僅為方便參考，並不影響本協議之解釋。

(h) 利息及補償。

(i) Prior to Early Termination. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction:―

(1) Interest on Defaulted Payments. If a party defaults in the performance of any payment obligation, it will, to the extent permitted by applicable law and subject to Section 6(c), pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (3)(B) or (C) below), at the Default Rate.

(2) Compensation for Defaulted Deliveries. If a party defaults in the performance of any obligation required to be settled by delivery, it will on demand (A) compensate the other party to the extent provided for in the relevant Confirmation or elsewhere in this Agreement and (B) unless otherwise provided in the relevant Confirmation or elsewhere in this Agreement, to the extent permitted by applicable law and subject to Section 6(c), pay to the other party interest (before as well as after judgment) on an amount equal to the fair market value of that which was required to be delivered in the same currency as that amount, for the period from (and including) the originally scheduled date for delivery to (but excluding) the date of actual delivery (and excluding any period in respect of which interest or compensation in respect of that amount is due pursuant to clause (4) below), at the Default Rate. The fair market value of any obligation referred to above will be determined as of the originally scheduled date for delivery, in good faith and using commercially reasonable procedures, by the party that was entitled to take delivery.

(3) Interest on Deferred Payments. If:―

(A) a party does not pay any amount that, but for Section 2(a)(iii), would have been payable, it will, to the extent permitted by applicable law and subject to Section 6(c) and clauses (B) and (C) below, pay interest (before as well as after judgment) on that amount to the other party on demand (after such amount becomes

(i) 提前終止之前。就有關交易發生或有效地指定提前終止日之前：–

(1) 違約付款之利息。如一方未能履行付款義務，該方應於適用法律允許範圍內並依第6(c)條之規定，(於判決之前及之後)於另一方要求時，向另一方就逾期款項按違約利率以與欠款相同之貨幣支付利息，計息之期間係自原定付款到期日(包括當日)起至實際付款日(不包括當日)為止(但不包括按以下第(3)(B)或第(C)款就逾期款項支付利息或補償之期間)。

(2) 違約交付之補償。如一方未能履行任何交付義務，該方應於另一方要求時：(A)須按相關確認書或本協議之其他規定對另一方補償，並且(B)除相關確認書或本協議另有規定外，於適用法律允許範圍內並依第6(c)條之規定，(於判決之前及之後)向另一方按違約利率就交付義務之公平市值並以與該款項相同之貨幣支付利息，計息之期間係自原定交付日(包括當日)起至實際交付日(不包括當日)為止(但不包括根據以下第(4)款就逾期款項支付利息或補償之期間)。以上所述之公平市值係由有權收受交付之一方自原定交付日起，以善意按合理之商業程序確定之。

(3) 遲延付款之利息。如：–

(A) 因第2(a)(iii)條之規定，一方原應支付而未支付之任何款項，該方應於適用法律允許範圍內並依第6(c)及以下第(B)和第(C)款之規定，(於判決之前及之後)於另一方要求時(於該款項應支付時)以與該款項相同之貨幣按適用之遲延利率支付利息，計息期

payable) in the same currency as that amount, for the period from (and including) the date the amount would, but for Section 2(a)(iii), have been payable to (but excluding) the date the amount actually becomes payable, at the Applicable Deferral Rate;

(B) a payment is deferred pursuant to Section 5(d), the party which would otherwise have been required to make that payment will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the amount of the deferred payment to the other party on demand (after such amount becomes payable) in the same currency as the deferred payment, for the period from (and including) the date the amount would, but for Section 5(d), have been payable to (but excluding) the earlier of the date the payment is no longer deferred pursuant to Section 5(d) and the date during the deferral period upon which an Event of Default or Potential Event of Default with respect to that party occurs, at the Applicable Deferral Rate; or

(C) a party fails to make any payment due to the occurrence of an Illegality or a Force Majeure Event (after giving effect to any deferral period contemplated by clause (B) above), it will, to the extent permitted by applicable law, subject to Section 6(c) and for so long as the event or circumstance giving rise to that Illegality or Force Majeure Event continues and no Event of Default or Potential Event of Default with respect to that party has occurred and is continuing, pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as the overdue amount, for the period from (and including) the date the party fails to make the payment due to the occurrence of the relevant Illegality or Force Majeure Event (or, if later, the date the payment is no longer deferred pursuant to Section 5(d)) to (but excluding) the earlier of the date the event or circumstance giving rise to that Illegality or Force Majeure Event ceases to exist and the date during the period upon which an Event of Default or Potential Event of Default with respect to that party occurs (and excluding any period in respect of which interest or compensation in respect of the overdue amount is due pursuant to clause (B) above), at the Applicable Deferral Rate.

(4) Compensation for Deferred Deliveries. If:―

(A) a party does not perform any obligation that, but for Section 2(a)(iii), would have been required to be settled by delivery;

間自因第2(a)(iii)條之規定而未支付之原應支付款項之日(包括當日)起至實際應支付之日(不包括當日)為止；

(B) 若某項付款按第5(d)條之規定遲延支付時，原應支付該款項之一方將於適用法律允許範圍內並依第6(c)條之規定，於該方未發生及持續存在違約事件或潛在之違約事件之整個期間內，(於判決之前及之後)於另一方要求時(在該款項應予支付時)以與該遲延款項相同之貨幣就遲延款項按適用之遲延利率支付利息，計息期間自因第5(d)條規定而未支付之原應支付款項之日(包括當日)起，至該付款依據第5(d)條規定不再遲延交付或該方在遲延期間發生違約事件或潛在之違約事件之日(以較早之日期為准，不包括當日)為止；或

(C) 如一方(於以上第(B)款下之任何遲延期生效後)因發生非法或不可抗力事件未能支付任何款項，該方將於適用法律允許範圍內並依第6(c)條之規定，於導致非法或不可抗力事件之事件或情況持續存在並且該方未發生並無持續存在之違約事件或潛在之違約事件之整個期間，(於判決之前及之後)於另一方要求時以與該逾期款項相同之貨幣就欠款按適用之遲延利率支付利息，計息之期間係自該方因非法或不可抗力事件無法付款之日(或其後之日，係指該付款根據第5(d)條規定不再遲延支付之日)(包括當日)起，至導致該非法或不可抗力事件之事件或情況不復存在之日或該方在遲延期間發生違約事件或潛在之違約事件之日(以較早之日期為准，不包括當日)為止(但不包括有關逾期款項之利息或補償根據以上(B)款支付之期間)。

(4) 遲延交付之補償。如：–

(A) 因第2(a)(iii)條之規定，一方未履行原應交付之義務；

(B) a delivery is deferred pursuant to Section (B) 依第5(d)條規定之遲延交付；或 5(d); or

(C) a party fails to make a delivery due to the (C) 一方於任何適用之等待期間屆滿之後occurrence of an Illegality or a Force Majeure 因非法或不可抗力事件而無法進行交付， Event at a time when any applicable Waiting Period has expired,

the party required (or that would otherwise have 應(或按規定本應)進行交付之一方應於適用法律been required) to make the delivery will, to the 允許範圍內並依第6(c)條之規定，按有關確認extent permitted by applicable law and subject to 書或本協議其他規定於另一方要求時(於上述Section 6(c), compensate and pay interest to the other party on demand (after, in the case of clauses

(A) and (B) above, such delivery is required) if and

to the extent provided for in the relevant

Confirmation or elsewhere in this Agreement.

(ii) Early Termination. Upon the occurrence or effective designation of an Early Termination Date in respect of a Transaction:―

(1) Unpaid Amounts. For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to

the fair market value of any obligation required to

be settled by delivery included in such

determination in the same currency as that amount,

for the period from (and including) the date the

relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.

(2) Interest on Early Termination Amounts. If an Early Termination Amount is due in respect of such Early Termination Date, that amount will, to the extent permitted by applicable law, be paid together with interest (before as well as after

judgment) on that amount in the Termination

Currency, for the period from (and including) such

Early Termination Date to (but excluding) the date

the amount is paid, at the Applicable Close-out Rate.

(iii) Interest Calculation. Any interest pursuant to this Section 9(h) will be calculated on the basis of daily compounding and the actual number of days elapsed.

10. Offices; Multibranch Parties (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to and agrees with the other party that, notwithstanding the place of booking or its jurisdiction of incorporation or organisation,

its obligations are the same in terms of recourse against it as

if it had entered into the Transaction through its head or home office, except that a party will not have recourse to the head or home office of the other party in respect of any payment or delivery deferred pursuant to Section 5(d) for so long as the payment or delivery is so deferred. This (A)條和(B)款之情況下，係指應交付之後)對另一方補償並支付利息。

(ii) 提前終止。就有關交易發生或有效地指定提前終止日之時：– (1) 未付款項。於確定有關交易之未付款項時，在適用法律允許範圍內，應就任何應付款項或交付義務之公平市值以該款項相同之貨幣按適用之結算利率支付利息，計算利息之期間為有關義務應履行之日(或應履行但因第2(a)(iii)

條或第5(d)條之規定而未履行時，其應履行之日) (包括當日)至相關提前終止日(不包括當日)為止。 (2) 提前終止款項之利息。如提前終止款項於該提前終止日到期，該款項將於適用法律允許範圍內，與以終止貨幣於該提前終止日(包括當日)至該款項實際支付之日(不包括當日)之期間內，按適用之結算利率計算之利息(於判決之前

及之後)一併支付。 (iii) 利息之計算。任何根據本第9(h)條支付之利息將每日按複利以及實際之日數計算之。 10. 辦事處；擁有多個辦事處之交易方

(a) 如附約規定適用第10(a)條之規定，則透過辦事處而非總部或總辦事處達成交易之一方茲向另一方聲明並約定：儘管登記交易之辦事處地點與其成立或組成之司法管轄區不同，但就追索權而言該方之義務與透過總部或總辦事處達成交易情況下之義務相同，但根據第5(d)條

遲延履行之付款或交付則例外，於此例外情況下，於遲延之整個期間內一方對另一方之總部或總辦事不擁有追索權。本聲明和約定將被視為雙方達成交易之每一日由每一方重述。

representation and agreement will be deemed to be repeated by each party on each date on which the parties enter into a Transaction.

(b) If a party is specified as a Multibranch Party in the Schedule, such party may, subject to clause (c) below, enter into a Transaction through, book a Transaction in and make and receive payments and deliveries with respect to a Transaction through any Office listed in respect of that party in the Schedule (but not any other Office unless otherwise (b) 如附約規定一方為擁有多個辦事處之交易方，依下述第(c)款之規定，該方得透過在附約中列明之任何辦事處達成交易、登記交易、履行或接受任何交易項下之款項或交付(除非雙方另有書面約定，否則不得透過其他辦事處)。 agreed by the parties in writing).

(c) The Office through which a party enters into a Transaction will be the Office specified for that party in the relevant Confirmation or as otherwise agreed by the parties in writing, and, if an Office for that party is not specified in the Confirmation or otherwise agreed by the parties in writing, its head or home office. Unless the parties otherwise agree in writing, the Office through which a party enters into a Transaction will also be the Office in which it books the Transaction and the Office through which it makes and receives payments and deliveries with respect to the Transaction. Subject to Section 6(b)(ii), neither party may change the Office in which it books the Transaction or the Office through which it makes and receives payments or deliveries with respect to a Transaction without the prior written consent of the other party.

11. Expenses

A Defaulting Party will on demand indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, execution fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a) Effectiveness. 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 or e-mail) 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:―

(i) if in writing and delivered in person or by courier, on the date it is delivered;

(ii) if sent by telex, on the date the recipient’s answerback is received;

(iii) 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);

(iv) if sent by certified or registered mail (airmail, if

(c) 一方達成交易之辦事處即係有關確認書中為該方指定之或由雙方另以書面約定之辦事處，如該方之辦事處未於有關確認書中指定或由雙方另以書面約定，則以其總部或總辦事處為辦事處。除雙方另有書面約定外，一方達成交易之辦事處亦是其登記交易之辦事處以及其履行或接收任何交易項下之款項或交付之辦事處。除依第6(b)(ii)條之規定外，未經另一方事先書面同意，任何一方不得更改其登記交易之辦事處以及其履行或接收任何交易項下之款項或交付之辦事處。

11. 費用

違約方將依請求，對他方賠償所有合理代墊費用(包括律師費、簽署費及印花稅)並使其免受損害，該費用係因該方因執行和保障違約方為一方當事人之本協議或任何信用支持文件下之權利所產生，或因任何交易提前終止而產生之費用，包括但不限於催收費用。

12. 通知

(a) 生效。有關本協議之任何通知或其它通訊得以下列所述任何方式送達下列地址或號碼(第5條或第6條項下之通知或其它通訊不得以電子訊息或電子郵件送達者除外)或根據提供之電子訊息系統或電子郵件送達(詳見附約)，通知之生效日期如下：–

(i) 如以書面方式及透過專人或快遞服務交付，則為交付當日；

(ii) 如用電傳發送，則為收到收件人之回訊之日；

(iii) 如用傳真發送，則為收件方之負責員工收到字跡清楚之傳真當日(雙方同意，發件方就收件方是否收到該通知應負舉證責任，發件方傳真機列印之傳真報告將不足以盡該舉證責任)；

(iv) 如用掛號郵遞(如在外國，則為航空郵件)或同等