Template:2014 ISDA Credit Derivatives Definitions 7

Article 7. Terms Relating to Cash Settlement
Section 7.1 Cash Settlement. If “Cash Settlement” is specified as the Settlement Method in the related Confirmation or if either (a) Cash Settlement is applicable as the Fallback Settlement Method in accordance with Section 6.1 (Auction Settlement), or (b) Cash Settlement is deemed to apply pursuant to Section 9.1 (Partial Cash Settlement Due to Impossibility or Illegality), 9.2 (Partial Cash Settlement of Consent Required Loans), 9.3 (Partial Cash Settlement of Assignable Loans) or 9.4 (Partial Cash Settlement of Participations), Seller shall, subject to Section 5.1 (Settlement), pay to Buyer the Cash Settlement Amount on the Cash Settlement Date.
Section 7.2 Cash Settlement Date. “Cash Settlement Date” means (a) if the Cash Settlement Amount is not specified in the related Confirmation, subject to Section 10.1 (Settlement Suspension), the date that is the number of Business Days specified in the related Confirmation (or, if a number of Business Days is not so specified, three Business Days) following the calculation of the Final Price and (b) if the Cash Settlement Amount or the Final Price is specified in the related Confirmation, subject to Section 10.1 (Settlement Suspension), the date that is the number of Business Days specified in the related Confirmation (or, if a number of Business Days is not so specified, three Business Days) following (i) the Event Determination Date, or (ii) if the Event Determination Dateoccurs pursuant to Section 1.16(a)(ii) (Event Determination Date) or 14.1(b)(i) (Non-Standard Event Determination Date), the day on which the DC Credit Event Announcementoccurs. The Cash Settlement Date shall be the Termination Date.
Section 7.3 Cash Settlement Amount. “Cash Settlement Amount” means, unless otherwise specified in the related Confirmation, the greater of:

(a)

(i) the Floating Rate Payer Calculation Amount; multiplied by

(ii) the Reference Price minus the Final Price; and

(b) zero.

Section 7.4 Final Price. “Final Price” means the price of the Reference Obligation , expressed as a percentage of its Outstanding Principal Balance or Due and Payable Amount, as applicable, determined in accordance with the Valuation Method. The Calculation Agent shall, as soon as practicable after obtaining all Quotations for a Valuation Date, notify the parties in writing of each such Quotation that it receives in connection with the calculation of the Final Price and shall provide to the parties a written computation showing its calculation of the Final Price.
Section 7.5 Valuation Method.

(a) The following Valuation Methods may be specified in the related Confirmation for a Credit Derivative Transaction with only one Valuation Date:

(i) “Market” means the Market Value determined by the Calculation Agent with respect to the Valuation Date; or

(ii) “Highest” means the highest Quotation obtained by the Calculation Agent (or in accordance with Section 7.7(b) (Quotation)) with respect to the Valuation Date.

If no such Valuation Method is specified in the related Confirmation, the Valuation Method shall be Highest.

(b) The following Valuation Methods may be specified in the related Confirmation for a Credit Derivative Transaction with more than one Valuation Date:

(i) “Average Market” means the unweighted arithmetic mean of the Market Values determined by the Calculation Agent with respect to each Valuation Date;

(ii) “Highest” means the highest Quotation obtained by the Calculation Agent (or in accordance with Section 7.7(b) (Quotation)) with respect to any Valuation Date; or

(iii) “Average Highest” means the unweighted arithmetic mean of the highest Quotations obtained by the Calculation Agent (or in accordance with Section 7.7(b) (Quotation)) with respect to each Valuation Date.

If no such Valuation Method is specified, the Valuation Method shall be Average Highest.

(c) Notwithstanding Sections 7.5(a) and (b), if Quotations include Weighted Average Quotations or fewer than two Full Quotations, the Valuation Method shall be Market or Average Market, as the case may be.

Section 7.6 Market Value. “Market Value” means, with respect to the Reference Obligation on a Valuation Date, (a) if more than three Full Quotations are obtained, the arithmetic mean of such Full Quotations, disregarding the Full Quotations having the highest and lowest values (and, if more than one such Full Quotations have the same highest value or lowest value, then one of such highest or lowest Full Quotations shall be disregarded), (b) if exactly three Full Quotations are obtained, the Full Quotation remaining after disregarding the highest and lowest Full Quotations (and, if more than one such Full Quotations have the same highest value or lowest value, then one of such highest or lowest Full Quotations shall be disregarded), (c) if exactly two Full Quotations are obtained, the arithmetic mean of such Full Quotations, (d) if fewer than two Full Quotations are obtained and a Weighted Average Quotation is obtained, such Weighted Average Quotation, (e) if fewer than two Full Quotations are obtained and no Weighted Average Quotation is obtained, subject to Section 7.7(b) (Quotation), an amount that the Calculation Agent shall determine on the next Business Day on which two or more Full Quotations or a Weighted Average Quotation is obtained and (f) if two or more Full Quotations or a Weighted Average Quotation are not obtained within the additional five Business Day period set forth in Section 7.7(b) (Quotation), the Market Value shall be determined as provided in Section 7.7(b) (Quotation).
Section 7.7 Quotation. “Quotation” means each Full Quotation and the Weighted Average Quotation obtained and expressed as a percentage of the Reference Obligation ’s Outstanding Principal Balance or Due and Payable Amount, as applicable, with respect to a Valuation Date in the manner that follows:

(a) The Calculation Agent shall attempt to obtain Full Quotations with respect to each Valuation Date from five or more Dealers. If the Calculation Agent is unable to obtain two or more such Full Quotations on the same Business Day within three Business Days of a Valuation Date, then on the next following Business Day (and, if necessary, on each Business Day thereafter until the tenth Business Day following the relevant Valuation Date) the Calculation Agent shall attempt to obtain Full Quotations from five or more Dealers and, if two or more Full Quotations are not available, a Weighted Average Quotation.

(b) If the Calculation Agent is a party to the Credit Derivative Transaction and is unable to obtain two or more Full Quotations or a Weighted Average Quotation on the same Business Day on or prior to the tenth Business Day following the applicable Valuation Date, then the party that is not the Calculation Agent may attempt to obtain Full Quotations from five or more Dealers and, if two or more Full Quotations are not available, a Weighted Average Quotation. If such party is able to obtain two or more Full Quotations or a Weighted Average Quotation on the same Business Day within an additional five Business Days, the Calculation Agent shall use such Full Quotations or Weighted Average Quotation to determine the Final Price in accordance with the specified Valuation Method. If such party is unable to obtain two or more Full Quotations or a Weighted Average Quotation on the same Business Day within an additional five Business Days, the Quotations shall be deemed to be any Full Quotation obtained from a Dealer at the Valuation Time on such fifth Business Day or, if no Full Quotation is obtained, the weighted average of any firm quotations for the Reference Obligation obtained from Dealers at the Valuation Time on such fifth Business Day with respect to the aggregate portion of the Quotation Amount for which such quotations were obtained and a quotation deemed to be zero for the balance of the Quotation Amount for which firm quotations were not obtained on such day. If the Calculation Agent is a third party and is unable to obtain two or more Full Quotations or a Weighted Average Quotation on the same Business Day on or prior to the tenth Business Day following the applicable Valuation Date, Buyer and Seller each may attempt to obtain Full Quotations from five or more Dealers and, if two or more Full Quotations are not available, a Weighted Average Quotation. If either or both parties is (or are) able to obtain two or more Full Quotations or a Weighted Average Quotation on the same Business Day within an additional five Business Days, the Calculation Agent shall use all such Full Quotations or Weighted Average Quotations to determine the Final Price in accordance with the specified Valuation Method. If the parties are unable to obtain between them two or more Full Quotations or a Weighted Average Quotation on the same Business Day within an additional five Business Days, the Quotations shall be deemed to be any Full Quotation obtained from a Dealer at the Valuation Time on such fifth Business Day or, if no Full Quotation is obtained, the weighted average of any firm quotations for the Reference Obligation obtained from Dealers at the Valuation Time on such fifth Business Day with respect to the aggregate portion of the Quotation Amount for which such quotations were obtained and a quotation deemed to be zero for the balance of the Quotation Amount for which firm quotations were not obtained on such day.

Section 7.8 Valuation Date. “Valuation Date” means:

(a) if “Single Valuation Date” is specified in the related Confirmation, subject to Section 10.1 ( Settlement Suspension), the date that is the number of Business Days specified in the related Confirmation (or, if the number of Business Days is not so specified, five Business Days) following the Event Determination Date(or if the Event Determination Dateoccurs pursuant to Section 1.16(a)(ii) (Event Determination Date) or 14.1(b)(i) (Non-Standard Event Determination Date), the day on which the DC Credit Event Announcementoccurs) (or, if “Cash Settlement” is applicable pursuant to the Fallback Settlement Method in accordance with Section 6.1(a) or (b) (Auction Settlement), the date that is the number of Business Days specified in the related Confirmation (or, if the number of Business Days is not so specified, five Business Days) following the Auction Cancellation Date, if any, or the relevant No Auction Announcement Date, if any, as applicable); and

(b) if “Multiple Valuation Dates” is specified in the related Confirmation, each of the following dates:

(i) subject to Section 10.1 (Settlement Suspension), the date that is the number of Business Days specified in the related Confirmation (or, if the number of Business Days is not so specified, five Business Days) following the Event Determination Date(or if the Event Determination Dateoccurs pursuant to Section 1.16(a)(ii) (Event Determination Date) or 14.1(b)(i) (Non-Standard Event Determination Date), the day on which the DC Credit Event Announcementoccurs) (or, if “Cash Settlement” is applicable pursuant to the Fallback Settlement Method in accordance with Section 6.1(a) or (b) (Auction Settlement), the date that is the number of Business Days specified in the related Confirmation (or, if the number of Business Days is not so specified, five Business Days) following the Auction Cancellation Date, if any, or the relevant No Auction Announcement Date, if any, as applicable); and

(ii) each successive date that is the number of Business Days specified in the related Confirmation (or, if the number of Business Days is not so specified, five Business Days) after the date on which the Calculation Agent obtains a Market Value with respect to the immediately preceding Valuation Date.

When “Multiple Valuation Dates” is specified, the total number of Valuation Dates shall be equal to the number of Valuation Dates specified in the related Confirmation (or, if the number of Valuation Dates is not so specified, five Valuation Dates).
If neither “Single Valuation Date” nor “Multiple Valuation Dates” is specified in the related Confirmation, Single Valuation Date shall apply.
Section 7.9 Quotation Method . The applicable Quotation Method may be specified in the related Confirmation by reference to one of the following terms:

(a) “Bid” means that only bid quotations shall be requested from Dealers;

(b) “Offer” means that only offer quotations shall be requested from Dealers; or

(c) “Mid-market” means that bid and offer quotations shall be requested from Dealers and shall be averaged for purposes of determining a relevant Dealer’s quotation.

If a Quotation Method is not specified in the related Confirmation, Bid shall apply.
Section 7.10 Full Quotation. “Full Quotation” means, in accordance with the Quotation Method , each firm quotation obtained from a Dealer at the Valuation Time, to the extent reasonably practicable, for an amount of the Reference Obligation with an Outstanding Principal Balance or Due and Payable Amount equal to the Quotation Amount.
Section 7.11 Weighted Average Quotation. “Weighted Average Quotation” means, in accordance with the Quotation Method , the weighted average of firm quotations obtained from Dealers at the Valuation Time, to the extent reasonably practicable, each for an amount of the Reference Obligation with an Outstanding Principal Balance or Due and Payable Amount, as applicable, of as large a size as available but less than the Quotation Amount (but of a size at least equal to the Minimum Quotation Amount) that in aggregate are approximately equal to the Quotation Amount.
Section 7.12 Quotation Amount. “Quotation Amount” means the amount specified as such in the related Confirmation (which may be specified by reference to an amount in a currency or by reference to “Representative Amount”) or, if no amount is so specified, the Floating Rate Payer Calculation Amount (or, in either case, its equivalent in the relevant Obligation Currency, which shall be converted by the Calculation Agent in a commercially reasonable manner by reference to exchange rates in effect at the time that the relevant Quotation is being obtained).
Section 7.13 Minimum Quotation Amount. “Minimum Quotation Amount” means the amount specified as such in the related Confirmation or its equivalent in the relevant Obligation Currency (or, if no such amount is specified, the lower of (a) USD 1,000,000 (or its equivalent in the relevant Obligation Currency) and (b) the Quotation Amount).
Section 7.14 Valuation Time. “Valuation Time” means the time specified as such in the related Confirmation (or, if no such time is specified, 11:00 a.m. in the principal trading market for the Reference Obligation ).
Section 7.15 Dealer. “Dealer” means a dealer (other than one of the parties or any Affiliate of one of the parties, unless otherwise specified in the related Confirmation) in obligations of the type of Obligation(s) for which Quotations are to be obtained, including each Dealer specified in the related Confirmation. If no Dealers are specified in the related Confirmation, the Calculation Agent shall select the Dealers in consultation with the parties, provided that in the case of Section 9.7 (Buy-in of Bonds Not Delivered), Seller shall select the Dealers in good faith and in a commercially reasonable manner. Upon a Dealer no longer being in existence (with no successors), or not being an active dealer in the obligations of the type for which Quotations are to be obtained, the Calculation Agent may substitute any other Dealer(s) for one or more of the foregoing after consultation with the parties.
Section 7.16 Representative Amount. “Representative Amount” means an amount that is representative for a single transaction in the relevant market and at the relevant time, which amount the Calculation Agent shall determine in consultation with the parties.