2014 ISDA Credit Derivatives Definitions: Difference between revisions

==2014 ISDA CREDIT DERIVATIVES DEFINITIONS==

Any or all of the following definitions and provisions may be incorporated into a document by wording in the document indicating that, or the extent to which, the document is subject to the 2014 ISDA Credit Derivatives Definitions, as published by the International Swaps and Derivatives Association, Inc. (the “'''{{cddprov|Definitions}}'''”). All definitions and provisions so incorporated in a document will be applicable to that document unless otherwise provided in that document, and all terms defined in the Definitions and used in any definition or provision that is incorporated by reference in a document will have the respective meanings set forth in the Definitions unless otherwise provided in that document. The definitions of currencies shall have the meanings given to those terms in the 2006 ISDA Definitions. Any term used in a document will, when combined with the name of a party, have meaning in respect of the named party only.<br>

:(a) “'''{{cddprov|Auction Settlement}}'''” is the applicable Settlement Method and “'''{{cddprov|Buyer or Seller}}'''” is the Notifying Party:<br>

::(i) subject to Section {{cddprov|1.16}}(a)(ii), the Notice Delivery Date, if the Notice Delivery Date occurs during either the Notice Delivery Period or the Post Dismissal Additional Period, provided that neither (A) a DC Credit Event Announcement has occurred nor (B) a DC No Credit Event Announcement has occurred, in each case, with respect to the Credit Event specified in the Credit Event Notice ; or<br>

(z)  no Credit Event Notice specifying an M(M)R Restructuring as the only Credit Event has previously been delivered to Seller by Buyer as Notifying Party , (aa) unless the M(M)R Restructuring specified in such Credit Event Notice is also the subject of the DC Credit Event Question resulting in the occurrence of the Credit Event Resolution Request Date, (bb) unless, and to the extent that, the Exercise Amount specified in such Credit Event Notice was less than the Floating Rate Payer Calculation Amount, or (cc) unless the Credit Derivative Transaction is an Auction Covered Transaction and the Deliverable Obligations set out on the Final List are identical to the Permissible Deliverable Obligations for such Credit Derivative Transaction, or<br>

:(b) Section {{cddprov|1.16}}(a) does not apply, the Non-Standard Event Determination Date determined in accordance with Section {{cddprov|14.1}} (Non-Standard Event Determination Date).<br>

Any Credit Event Notice that describes a Credit Event that occurred after the Scheduled Termination Date must relate to the relevant Potential Failure to Pay, in the case of a Grace Period Extension Date, or the relevant Potential Repudiation/Moratorium, in the case of a Repudiation/Moratorium Evaluation Date.<br>

A Credit Event Notice that describes a Credit Event other than an M(M)R Restructuring must be in respect of the full Floating Rate Payer Calculation Amount.<br>

A Credit Event Notice must contain a description in reasonable detail of the facts relevant to the determination that a Credit Event has occurred. The Credit Event that is the subject of the Credit Event Notice need not be continuing on the date the Credit Event Notice is effective.<br>

A form of Credit Event Notice is set forth in Exhibit B.<br>

:(a) a Notifying Party may deliver multiple Credit Event Notices with respect to such M(M)R Restructuring, each such Credit Event Notice setting forth the amount of the Floating Rate Payer Calculation Amount to which such Credit Event Notice applies (the “'''{{cddprov|Exercise Amount}}'''”), provided that if the Credit Event Notice does not specify an Exercise Amount, the full Floating Rate Payer Calculation Amount will be deemed to have been specified as the Exercise Amount;<br>

:(b) if the Notifying Party has delivered a Credit Event Notice that specifies an Exercise Amount that is less than the Floating Rate Payer Calculation Amount, the rights and obligations of the parties shall, with effect from the date such Credit Event Notice is effective, be construed as if the parties had entered into two Credit Derivative Transactions, one of which has a Floating Rate Payer Calculation Amount equal to the Exercise Amount and, upon the occurrence of an Event Determination Date, will be settled in accordance with the applicable Settlement Method or Fallback Settlement Method, as applicable, and the other of which will have a Floating Rate Payer Calculation Amount equal to the Floating Rate Payer Calculation Amount outstanding prior to such Credit Event Notice minus the Exercise Amount and will continue in effect with such modifications as the Calculation Agent (in consultation with the parties) shall determine are required in order to preserve the economic effects of the two Credit Derivative Transactions (considered in aggregate); and<br>

:(c) the Exercise Amount in connection with a Credit Event Notice describing an M(M)R Restructuring must be an amount that is at least 1,000,000 units of the currency (or, if Japanese Yen, 100,000,000 units) in which the Floating Rate Payer Calculation Amount is denominated and an integral multiple thereof or the entire Floating Rate Payer Calculation Amount.<br>

A form of Notice of Publicly Available Information (which may be a part of the form of Credit Event Notice or Repudiation/Moratorium Extension Notice) is set forth in Exhibits B and D.<br>

:(a) “'''{{cddprov|Publicly Available Information}}'''” means information that reasonably confirms any of the facts relevant to the determination that the Credit Event or Potential Repudiation/Moratorium, as applicable, described in a Credit Event Notice or Repudiation/Moratorium Extension Notice have occurred and which:<br>

::(i) has been published in or on not less than the Specified Number of Public Sources (regardless of whether the reader or user thereof pays a fee to obtain such information);<br>

:(c) Without limitation, Publicly Available Information need not state (i) in relation to Section {{cddprov|3.28}} (Downstream Affiliate), the percentage of Voting Shares owned by the Reference Entity and (ii) that the relevant occurrence (A) has met the Payment Requirement or Default Requirement, (B) is the result of exceeding any applicable Grace Period, or (C) has met the subjective criteria specified in certain Credit Events.<br>

:(d) In relation to a Repudiation/Moratorium Credit Event, Publicly Available Information must relate to the events described in both Sections {{cddprov|4.6}}(a)(i) and (ii) (Repudiation/Moratorium).<br>

:(a) Any notice or other communication given by one party to any other party must be in writing (including by facsimile or email) or by telephone, and will be subject to the requirements set forth in Section {{cddprov|1.38}}.<br>

:(b) A notice delivered on or prior to 4:00 p.m. (Calculation Agent City time) on a Calculation Agent City Business Day will be effective on such Calculation Agent City Business Day. A notice delivered after 4:00 p.m. (Calculation Agent City time) on a Calculation Agent City Business Day will be deemed effective on the next following Calculation Agent City Business Day, regardless of the form in which it is delivered.<br>

:(c) For purposes of Section {{cddprov|1.38}}(b), a notice given by telephone will be deemed to have been delivered at the time the telephone conversation takes place. If the notice is delivered by telephone, a written confirmation of such notice will be executed and delivered confirming the substance of such notice within one Calculation Agent City Business Day of such notice. Failure to provide a written confirmation shall not affect the effectiveness of a notice given by telephone.<br>

:(d) If the Calculation Agent is not a party to the Credit Derivative Transaction, any notice required to be delivered by a party to the other party shall also be delivered to the Calculation Agent . Failure to deliver a notice to the Calculation Agent in such circumstances shall not affect the effectiveness of a notice delivered to the other party.<br>

:(a) with respect to an M(M)R Restructuring and a Credit Derivative Transaction to which Section {{cddprov|1.16}}(a) (Event Determination Date) applies:<br>

::(i) if the DC Secretary publishes a Final List applicable to the Transaction Auction Settlement Terms and/or Parallel Auction Settlement Terms, the date that is (A) two Relevant City Business Days, if the Credit Event Notice is delivered by Seller, or (B) five Relevant City Business Days, if the Credit Event Notice is delivered by Buyer, in each case following the date on which such Final List is published; provided that if Seller delivers a Credit Event Notice on or prior to the Exercise Cut-off Date applicable to Seller and Buyer delivers a Credit Event Notice on or prior to the Exercise Cut-off Date applicable to Buyer, the Credit Event Notice delivered by Seller on or prior to the Exercise Cut-off Date applicable to Seller shall prevail; or<br>

:(b) with respect to a Credit Event and a Credit Derivative Transaction to which Section {{cddprov|1.16}}(a) (Event Determination Date) does not apply, the Non-Standard Exercise Cut-off Date determined in accordance with Section {{cddprov|14.2}} (Non-Standard Exercise Cut-off Date);<br>

or, in each case, such other date as the relevant Credit Derivatives Determinations Committee Resolves.<br>

:(a) subject to Sections {{cddprov|1.46}}(b) and (c), the applicable grace period with respect to payments under and in accordance with the terms of such Obligation in effect as of the date as of which such Obligation is issued or incurred;<br>

:(b) if “'''{{cddprov|Grace Period Extension}}'''” is specified as applicable in the related Confirmation, a Potential Failure to Pay has occurred on or prior to the Scheduled Termination Date and the applicable grace period cannot, by its terms, expire on or prior to the Scheduled Termination Date , the Grace Period will be deemed to be the lesser of such grace period and the period specified as such in the related Confirmation or, if no period is specified, thirty calendar days; and<br>

:(c) if, as of the date as of which an Obligation is issued or incurred, no grace period with respect to payments or a grace period with respect to payments of less than three Grace Period Business Days is applicable under the terms of such Obligation, a Grace Period of three Grace Period Business Days shall be deemed to apply to such Obligation; provided that, unless “'''{{cddprov|Grace Period Extension}}'''” is specified as applicable in the related Confirmation, such deemed Grace Period shall expire no later than the Scheduled Termination Date.<br>

:(a) “'''{{cddprov|Business Day Convention}}'''” means the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. The following terms, when used in conjunction with the term “'''{{cddprov|Business Day Convention}}'''” and a date, shall mean that an adjustment will be made if that date would otherwise fall on a day that is not a Business Day so that:<br>

::(i) if “'''{{cddprov|Following}}'''” is specified as applicable in the related Confirmation, that date will be the first following day that is a Business Day;<br>

:(b) Subject to Sections {{cddprov|1.14}} (Scheduled Termination Date), {{cddprov|1.39}} (Credit Event Backstop Date), {{cddprov|2.2}}(k) (Provisions for Determining a Successor), {{cddprov|3.33}}(a) (General Terms Relating to Mod R and Mod Mod R) and {{cddprov|12.10}} (Effective Date), the Business Day Convention applicable to a date that is specified in the relevant Confirmation to be subject to adjustment in accordance with an applicable Business Day Convention shall be the Business Day Convention specified for that date in that Confirmation or, if a Business Day Convention is not so specified for that date but a Business Day Convention is generally otherwise specified in that Confirmation, the Business Day Convention shall be the Business Day Convention so specified in such Confirmation and, if a Business Day Convention is not specified for that date or generally in that Confirmation, the Following Business Day Convention shall apply to that date.<br>

:(c) If the last day of any period calculated by reference to calendar days falls on a day that is not a Business Day, such last day shall be subject to adjustment in accordance with the applicable Business Day Convention; provided that if the last day of any period is the Credit Event Backstop Date or the Successor Backstop Date, such last day shall not be subject to any adjustment in accordance with any Business Day Convention.<br>

==Article 2 Terms Relating To The Reference Entity And The Reference Obligation==

:(a) “'''{{cddprov|Successor}}'''” means, subject to Section {{cddprov|2.2}}(c), the entity or entities, if any, determined as follows:<br>

::(i) subject to Section {{cddprov|2.2}}(a)(vii), if one entity succeeds, either directly or as a provider of a Relevant Guarantee, to seventy-five per cent or more of the Relevant Obligations of the Reference Entity, that entity will be the sole Successor for the entire Credit Derivative Transaction;<br>

::(ii) in respect of each New Credit Derivative Transaction, the Fixed Rate Payer Calculation Amount, if any, and the Floating Rate Payer Calculation Amount will be the Fixed Rate Payer Calculation Amount and the Floating Rate Payer Calculation Amount, as applicable, of the original Credit Derivative Transaction divided by the number of Successors; and<br>

::(iii) all other terms and conditions of the original Credit Derivative Transaction will be replicated in each New Credit Derivative Transaction except that the Calculation Agent (in consultation with the parties) shall make such modifications as it determines are required in order to preserve the economic effects of the original Credit Derivative Transaction in the New Credit Derivative Transactions (considered in aggregate).<br>

:(a) “'''{{cddprov|Standard Reference Obligation}}'''” is specified as not applicable in the related Confirmation, in which case the Reference Obligation will be the Non-Standard Reference Obligation, if any; or<br>

:(b) <br>

:::(A) the Non-Standard Reference Obligation to but excluding the first date of publication of the Standard Reference Obligation and <br>

:::(B) the Standard Reference Obligation from such date onwards, provided that the Standard Reference Obligation that is published would have been eligible to be selected as a Substitute Reference Obligation.<br>

:(a) The Calculation Agent shall (after consultation with the parties) identify the Substitute Reference Obligation in accordance with Sections {{cddprov|2.10}}(c), (d) and (e) to replace the Non-Standard Reference Obligation; provided that the Calculation Agent will not identify an obligation as the Substitute Reference Obligation if, at the time of the determination, such obligation has already been rejected as the Substitute Reference Obligation by the relevant Credit Derivatives Determinations Committee and such obligation has not changed materially since the date of the relevant DC Resolution.<br>

:(b) If any of the events set forth under Sections {{cddprov|2.11}}(a)(i) or (iii) (Substitution Event) have occurred with respect to the Non-Standard Reference Obligation, the Non-Standard Reference Obligation will cease to be the Reference Obligation (other than for purposes of the “'''{{cddprov|Not Subordinated}}'''” Obligation Characteristic or “'''{{cddprov|Not Subordinated}}'''” Deliverable Obligation Characteristic and Section {{cddprov|2.10}}(c)(ii)). If the event set forth in Section {{cddprov|2.11}}(a)(ii) (Substitution Event) has occurred with respect to the Non-Standard Reference Obligation and no Substitute Reference Obligation is available, the Non-Standard Reference Obligation will continue to be the Reference Obligation until the Substitute Reference Obligation is identified or, if earlier, until any of the events set forth under Sections {{cddprov|2.11}}(a)(i) or (a)(iii) (Substitution Event) occur with respect to such Non-Standard Reference Obligation.<br>

:(d) If more than one potential Substitute Reference Obligation is identified pursuant to the process described in Section {{cddprov|2.10}}(c), the Substitute Reference Obligation will be the potential Substitute Reference Obligation that most closely preserves the economic equivalent of the delivery and payment obligations of the parties to the Credit Derivative Transaction, as determined by the Calculation Agent (after consultation with the parties). The Calculation Agent will notify the parties of the Substitute Reference Obligation as soon as reasonably practicable after it has been identified in accordance with Section {{cddprov|2.10}}(c) and the Substitute Reference Obligation shall replace the Non-Standard Reference Obligation immediately upon such notification. <br>

:(e) If a Substitution Event has occurred with respect to the Non-Standard Reference Obligation and the Calculation Agent determines (after consultation with the parties) that no Substitute Reference Obligation is available for the Non-Standard Reference Obligation, then, subject to Section {{cddprov|2.10}}(a) and notwithstanding the fact that the Non-Standard Reference Obligation may have ceased to be the Reference Obligation in accordance with Section {{cddprov|2.10}}(b), the Calculation Agent shall continue to attempt to identify the Substitute Reference Obligation.<br>

:(a) “'''{{cddprov|Substitution Event}}'''” means, with respect to the Non-Standard Reference Obligation:<br>

::(i) the Non-Standard Reference Obligation is redeemed in whole;<br>

:(b) For purposes of identification of the Non-Standard Reference Obligation, any change in the Non-Standard Reference Obligation’s CUSIP or ISIN number or other similar identifier will not, in and of itself,  constitute a Substitution Event.<br>

:(c) If an event described in Sections {{cddprov|2.11}}(a)(i) or (ii) has occurred on or prior to the Trade Date, then a Substitution Event shall be deemed to have occurred pursuant to Sections {{cddprov|2.11}}(a)(i) or (ii), as the case may be, on the Trade Date.<br>

Notwithstanding Section {{cddprov|2.10}} (Substitute Reference Obligation) (i) no Substitute Reference Obligation shall be determined in respect of a Reference Obligation Only Trade and (ii) if the events set out in Sections {{cddprov|2.11}}(a)(ii) or (iii) (Substitution Event) occur with respect to the Reference Obligation in a Reference Obligation Only Trade, such Reference Obligation shall continue to be the Reference Obligation.<br>

 <br>

==Article 3 Terms Relating To Obligations And Deliverable Obligations==

:(a) any obligation of the Reference Entity (either directly or as provider of a Relevant Guarantee) determined pursuant to the method described in Section {{cddprov|3.13}} ( Method for Determining Obligations); and<br>

:(b) the Reference Obligation,<br>

in each case, unless it is an Excluded Obligation.<br>

:(a) any obligation of the Reference Entity (either directly or as provider of a Relevant Guarantee) determined pursuant to the method described in Section {{cddprov|3.14}} (Method for Determining Deliverable Obligations);<br>

:(b) the Reference Obligation;<br>

:(d) if Asset Package Delivery is applicable, any Prior Deliverable Obligation (if “'''{{cddprov|Financial Reference Entity Terms}}'''” is specified as applicable in the related Confirmation) or any Package Observable Bond (if the Reference Entity is a Sovereign),<br>

in each case, (i) unless it is an Excluded Deliverable Obligation and (ii) provided that the obligation has an Outstanding Principal Balance or Due and Payable Amount that is greater than zero (determined for purposes of Section {{cddprov|3.2}}(d), immediately prior to the relevant Asset Package Credit Event).<br>

:(a) if a Governmental Intervention has occurred (whether or not such event is specified as the applicable Credit Event in the Credit Event Notice or the DC Credit Event Announcement), any obligation of the Reference Entity which (i) existed immediately prior to such Governmental Intervention, (ii) was the subject of such Governmental Intervention and (iii) fell within the definition of Deliverable Obligation set out in Section {{cddprov|3.2}}(a) or (b) (Deliverable Obligation), in each case, immediately preceding the date on which such Governmental Intervention was legally effective; or<br>

:(b) if a Restructuring which does not constitute a Governmental Intervention has occurred in respect of the Reference Obligation (whether or not such event is specified as the applicable Credit Event in the Credit Event Notice or the DC Credit Event Announcement), such Reference Obligation, if any.<br>

:(a) any obligation of the Reference Entity specified as such or of a type described in the related Confirmation;<br>

:(b) if “'''{{cddprov|Financial Reference Entity Terms}}'''” is specified as applicable in the related Confirmation and the Credit Derivative Transaction is a Senior Transaction, then for purposes of determining whether a Governmental Intervention or Restructuring has occurred, any Subordinated Obligation; and<br>

:(c) if “'''{{cddprov|Financial Reference Entity Terms}}'''” is specified as applicable in the related Confirmation and the Credit Derivative Transaction is a Subordinated Transaction, then for purposes of determining whether a Governmental Intervention or Restructuring has occurred, any Further Subordinated Obligation.<br>

:(a) any obligation of the Reference Entity specified as such or of a type described in the related Confirmation;<br>

:(b) any principal only component of a Bond from which some or all of the interest components have been stripped; and<br>

:(c) if Asset Package Delivery is applicable, any obligation issued or incurred on or after the date of the relevant Asset Package Credit Event.<br>

:(a) The “'''{{cddprov|Outstanding Principal Balance}}'''” of an obligation will be calculated as follows:<br>

::(i) first, by determining, in respect of the obligation, the amount of the Reference Entity’s principal payment obligations and, where applicable in accordance with Section {{cddprov|3.12}} (Accrued Interest), the Reference Entity’s accrued but unpaid interest payment obligations (which, in the case of a Guarantee will be the lower of (A) the Outstanding Principal Balance (including accrued but unpaid interest, where applicable) of the Underlying Obligation (determined as if references to the Reference Entity were references to the Underlying Obligor) and (B) the amount of the Fixed Cap, if any);<br>

:::(B) with respect to the Quantum of the Claim only, in accordance with any applicable laws (insofar as such laws reduce or discount the size of the claim to reflect the original issue price or accrued value of the obligation).<br>

:(b) “'''{{cddprov|Quantum of the Claim}}'''” means the lowest amount of the claim which could be validly asserted against the Reference Entity in respect of the Non-Contingent Amount if the obligation had become redeemable, been accelerated, terminated or had otherwise become due and payable at the time of the relevant determination, provided that the Quantum of the Claim cannot exceed the NonContingent Amount.<br>

:(a) as a result of the application of:<br>

::(i) any provisions allowing a transfer, pursuant to which another party may assume all of the payment obligations of the Reference Entity;<br>

::(v) provisions which permit the Reference Entity’s obligations to be altered, discharged, released or suspended in circumstances which would constitute a Governmental Intervention, if “'''{{cddprov|Financial Reference Entity Terms}}'''” is specified as applicable in the related Confirmation; or<br>

:(b) which is within the control of the holders of the obligation or a third party acting on their behalf (such as an agent or trustee) in exercising their rights under or in respect of such obligation.<br>

:(a) “'''{{cddprov|Physical Settlement}}'''” is specified to be the Settlement Method in the related Confirmation (or for which Physical Settlement is applicable as the Fallback Settlement Method in accordance with Section {{cddprov|6.1}} (Auction Settlement)), the Outstanding Principal Balance of the Deliverable Obligations being Delivered will exclude accrued but unpaid interest, unless “'''{{cddprov|Include Accrued Interest}}'''” is specified in the related Confirmation, in which case, the Outstanding Principal Balance of the Deliverable Obligations being Delivered will include accrued but unpaid interest (as the Calculation Agent shall determine after consultation with the parties);<br>

:(b) “'''{{cddprov|Cash Settlement}}'''” is specified to be the Settlement Method in the related Confirmation (or if Cash Settlement is applicable as the Fallback Settlement Method in accordance with Section {{cddprov|6.1}} (Auction Settlement)), and:<br>

::(iii) neither “'''{{cddprov|Include Accrued Interest}}'''” nor “'''{{cddprov|Exclude Accrued Interest}}'''” is specified in the related Confirmation, the Calculation Agent shall determine, after consultation with the parties, based on the then current market practice in the market of the Reference Obligation whether the Outstanding Principal Balance of the Reference Obligation shall include or exclude accrued but unpaid interest and, if applicable, the amount thereof; or<br>

:(c) Section {{cddprov|9.6}} (Partial Cash Settlement Terms) is applicable, the Calculation Agent shall determine, after consultation with the parties, based on the then current market practice in the market of the relevant Undeliverable Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation, whether such Quotations shall include or exclude accrued but unpaid interest.<br>

:(a) “'''{{cddprov|Obligation Category}}'''” means Payment, Borrowed Money, Reference Obligation Only, Bond, Loan, or Bond or Loan, only one of which shall be specified in the related Confirmation, and:<br>

::(i) “'''{{cddprov|Payment}}'''” means any obligation (whether present or future, contingent or otherwise) for the payment or repayment of money, including, without limitation, Borrowed Money;<br>

::(vi) “'''{{cddprov|Listed}}'''” means an obligation that is quoted, listed or ordinarily purchased and sold on an exchange; and<br>

::(vii) “'''{{cddprov|Not Domestic Issuance}}'''” means any obligation other than an obligation that was issued (or reissued, as the case may be), or intended to be offered for sale primarily in the domestic market of the Reference Entity. Any obligation that is registered or, as a result of some other action having been taken for such purpose, is qualified for sale outside the domestic market of the Reference Entity (regardless of whether such obligation is also registered or qualified for sale within the domestic market of the Reference Entity) shall be deemed not to be issued (or reissued, as the case may be), or intended to be offered for sale primarily in the domestic market of the Reference Entity.<br>

:(a) “'''{{cddprov|Deliverable Obligation Category}}'''” means one of Payment, Borrowed Money, Reference Obligation Only, Bond, Loan, or Bond or Loan (each as defined in Section {{cddprov|3.13}}(a) (Method for Determining Obligations), except that, for purposes of determining Deliverable Obligations, Section {{cddprov|3.13}}(a)(iii) (Method for Determining Obligations) shall be amended to state that no Deliverable Obligation Characteristics shall be applicable to Reference Obligation Only).<br>

:(b) “'''{{cddprov|Deliverable Obligation Characteristics}}'''” means any one or more of Not Subordinated, Specified Currency, Not Sovereign Lender, Not Domestic Currency, Not Domestic Law, Listed, Not Domestic Issuance, Assignable Loan, Consent Required Loan, Direct Loan Participation, Transferable, Maximum Maturity, Accelerated or Matured and Not Bearer, and:<br>

::(vi) “'''{{cddprov|Accelerated or Matured}}'''” means an obligation under which the principal amount owed, whether by reason of maturity, acceleration, termination or otherwise , is due and payable in full in accordance with the terms of such obligation, or would have been but for, and without regard to, any limitation imposed under any applicable insolvency laws; and<br>

::(vii) “'''{{cddprov|Not Bearer}}'''” means any obligation that is not a bearer instrument unless interests with respect to such bearer instrument are cleared via the Euroclear system, Clearstream International or any other internationally recognized clearing system.<br>

:(a) If either of the Obligation Characteristics “'''{{cddprov|Listed}}'''” or “'''{{cddprov|Not Domestic Issuance}}'''” is specified in the related Confirmation, the Confirmation shall be construed as though the relevant Obligation Characteristic had been specified as an Obligation Characteristic only with respect to Bonds .<br>

:(b) If (i) either of the Deliverable Obligation Characteristics “'''{{cddprov|Listed}}'''”, “'''{{cddprov|Not Domestic Issuance}}'''” or “'''{{cddprov|Not Bearer}}'''” is specified in the related Confirmation, such Confirmation shall be construed as though such Deliverable Obligation Characteristic had been specified as a Deliverable Obligation Characteristic only with respect to Bonds , (ii) the Deliverable Obligation Characteristic “'''{{cddprov|Transferable}}'''” is specified in the related Confirmation, such Confirmation shall be construed as though such Deliverable Obligation Characteristic had been specified as a Deliverable Obligation Characteristic only with respect to Deliverable Obligations that are not Loans , or (iii) any of the Deliverable Obligation Characteristics “'''{{cddprov|Assignable Loan}}'''”, “'''{{cddprov|Consent Required Loan}}'''” or “'''{{cddprov|Direct Loan Participation}}'''” is specified in the related Confirmation, such Confirmation shall be construed as though such Deliverable Obligation Characteristic had been specified as a Deliverable Obligation Characteristic only with respect to Loans.<br>

:(g) For purposes of determining the applicability of Deliverable Obligation Characteristics and the requirements specified in Sections {{cddprov|3.31}}(a) (Mod R) and {{cddprov|3.32}}(a) (Mod Mod R) to a Prior Deliverable Obligation or a Package Observable Bond, any such determination shall be made by reference to the terms of the relevant obligation in effect immediately prior to the Asset Package Credit Event.<br>

:(h) If “'''{{cddprov|Subordinated European Insurance Terms}}'''” is specified as applicable in the related Confirmation, if an obligation would otherwise satisfy the “'''{{cddprov|Maximum Maturity}}'''” Deliverable Obligation Characteristic, the existence of any Solvency Capital Provisions in such obligation shall not cause it to fail to satisfy such Deliverable Obligation Characteristic.<br>

A Qualifying Guarantee shall not include any guarantee:<br>

:(a) which is structured as a surety bond, financial guarantee insurance policy or letter of credit (or any legal arrangement which is equivalent thereto in form); or<br>

::(x) the benefit of such guarantee must be capable of being Delivered together with the Delivery of the Underlying Obligation; and<br>

(y) if a guarantee contains a Fixed Cap, all claims to any amounts which are subject to such Fixed Cap must be capable of being Delivered together with the Delivery of such guarantee.<br>

:(a) If (i) “'''{{cddprov|Physical Settlement}}'''” is specified to be the Settlement Method in the related Confirmation (or is applicable as the Fallback Settlement Method in accordance with Section {{cddprov|6.1}} (Auction Settlement)), (ii) “'''{{cddprov|Mod R}}'''” is specified as applicable in the related Confirmation and (iii) Restructuring is the only Credit Event specified in a Credit Event Notice delivered by Buyer, then unless the Deliverable Obligation is a Prior Deliverable Obligation and Asset Package Delivery applies due to a Governmental Intervention, a Deliverable Obligation may only be specified (or deemed specified pursuant to Section {{cddprov|9.8}}(i) (Alternative Procedures Relating to Loans Not Delivered)) in the Notice of Physical Settlement or in any NOPS Amendment Notice, as applicable, if such Deliverable Obligation (A) is a Fully Transferable Obligation and (B) has a final maturity date not later than the applicable Restructuring Maturity Limitation Date, in each case, as of both the NOPS Effective Date and the Delivery Date.<br>

:(b) “'''{{cddprov|Fully Transferable Obligation}}'''” means a Deliverable Obligation that is either Transferable, in the case of Bonds, or capable of being assigned or novated to all Eligible Transferees without the consent of any person being required, in the case of any Deliverable Obligation other than Bonds, in each case, as of both the NOPS Effective Date and the Delivery Date. Any requirement that notification of novation, assignment or transfer of a Deliverable Obligation be provided to a trustee, fiscal agent, administrative agent, clearing agent or paying agent for a Deliverable Obligation shall not be considered to be a requirement for consent for purposes of Section {{cddprov|3.31}}.<br>

:::(B) any entity or organization established by treaty or other arrangement between two or more Sovereigns including, without limiting the foregoing, the International Monetary Fund, European Central Bank, International Bank for Reconstruction and Development and European Bank for Reconstruction and Development.<br>

All references in Section {{cddprov|3.31}}(d) to USD include equivalent amounts in other currencies, as determined by the Calculation Agent.<br>

:(a) If (i) “'''{{cddprov|Physical Settlement}}'''” is specified to be the Settlement Method in the related Confirmation (or is applicable as the Fallback Settlement Method in accordance with Section {{cddprov|6.1}} (Auction Settlement)), (ii) “'''{{cddprov|Mod Mod R}}'''” is specified as applicable in the related Confirmation and (iii) Restructuring is the only Credit Event specified in a Credit Event Notice delivered by Buyer, then unless the Deliverable Obligation is a Prior Deliverable Obligation and Asset Package Delivery applies due to a Governmental Intervention, a Deliverable Obligation may only be specified (or deemed specified pursuant to Section {{cddprov|9.8}}(i) (Alternative Procedures Relating to Loans Not Delivered)) in the Notice of Physical Settlement or in any NOPS Amendment Notice, as applicable, if it (A) is a Conditionally Transferable Obligation and (B) has a final maturity date not later than the applicable Modified Restructuring Maturity Limitation Date, in each case, as of both the NOPS Effective Date and the Delivery Date. Notwithstanding the foregoing, for purposes of Section {{cddprov|3.32}}(a), in the case of a Restructured Bond or Loan with a final maturity date on or prior to the 10year Limitation Date, the final maturity date of such Bond or Loan shall be deemed to be the earlier of such final maturity date or the final maturity date of such Bond or Loan immediately prior to the relevant Restructuring.<br>

:(b) “'''{{cddprov|Conditionally Transferable Obligation}}'''” means a Deliverable Obligation that is either Transferable, in the case of Bonds, or capable of being assigned or novated to all Modified Eligible Transferees without the consent of any person being required, in the case of any Deliverable Obligation other than Bonds, in each case, as of both the NOPS Effective Date and the Delivery Date, provided, however, that a Deliverable Obligation other than Bonds will be a Conditionally Transferable Obligation notwithstanding that consent of the Reference Entity or the guarantor, if any, of a Deliverable Obligation other than Bonds (or the consent of the relevant obligor if the Reference Entity is guaranteeing such Deliverable Obligation) or any agent is required for such novation, assignment or transfer so long as the terms of such Deliverable Obligation provide that such consent may not be unreasonably withheld or delayed. Any requirement that notification of novation, assignment or transfer of a Deliverable Obligation be provided to a trustee, fiscal agent, administrative agent, clearing agent or paying agent for a Deliverable Obligation shall not be considered to be a requirement for consent for purposes of Section {{cddprov|3.32}}(b).<br>

Subject to the foregoing, if the Scheduled Termination Date is later than the 10-year Limitation Date, the Modified Restructuring Maturity Limitation Date will be the Scheduled Termination Date.<br>

:(e) “'''{{cddprov|Modified Eligible Transferee}}'''” means any bank, financial institution or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities and other financial assets.<br>

:(a) “'''{{cddprov|Limitation Date}}'''” means the first of March 20, June 20, September 20 or December 20 in any year to occur on or immediately following the date that is one of the following numbers of years after the Restructuring Date: {{cddprov|2.5}} years (the “'''{{cddprov|2.5-year Limitation Date}}'''”), 5 years, {{cddprov|7.5}} years, 10 years (the “'''{{cddprov|10-year Limitation Date}}'''”), {{cddprov|12.5}} years, 15 years, or 20 years , as applicable. Limitation Dates shall not be subject to adjustment in accordance with any Business Day Convention .<br>

:(b) “'''{{cddprov|Restructured Bond or Loan}}'''” means an Obligation that is a Bond or Loan and in respect of which the relevant Restructuring has occurred.<br>

:(d) For the purposes of making a determination pursuant to Sections {{cddprov|3.31}} (Mod R) and {{cddprov|3.32}} (Mod Mod R), final maturity date shall, subject to Section {{cddprov|3.32}}(a) (Mod Mod R), be determined on the basis of the terms of the Deliverable Obligation in effect at the time of making such determination and, in the case of a Deliverable Obligation that is due and payable, the final maturity date shall be deemed to be the date on which such determination is made.<br>

==Article 4 Credit Events==

:(a) “'''{{cddprov|Repudiation/Moratorium}}'''” means the occurrence of both of the following events:<br>

::(i) an authorized officer of the Reference Entity or a Governmental Authority (A) disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, one or more Obligations in an aggregate amount of not less than the Default Requirement or (B) declares or imposes a moratorium, standstill, roll-over or deferral, whether de facto or de jure, with respect to one or more Obligations in an aggregate amount of not less than the Default Requirement; and<br>

prior to the Scheduled Termination Date, or (ii) otherwise, by the delivery by the Notifying Party to the other party of a Repudiation/Moratorium Extension Notice and, unless “'''{{cddprov|Notice of Publicly Available Information}}'''” is specified as not applicable in the related Confirmation, a Notice of Publicly Available Information that are each effective on or prior to the date that is fourteen calendar days after the Scheduled Termination Date. In all cases, the Repudiation/Moratorium Extension Condition will be deemed not to have been satisfied, or not capable of being satisfied, if, or to the extent that, the DC Secretary publicly announces that the relevant Credit Derivatives Determinations Committee has Resolved that either (A) an event does not constitute a Potential Repudiation/Moratorium for purposes of the relevant Credit Derivative Transaction with respect to an Obligation of the Reference Entity, or (B) an event that constitutes a Potential Repudiation/Moratorium for purposes of the relevant Credit Derivative Transaction has occurred with respect to an Obligation of the Reference Entity but that such event occurred after the Scheduled Termination Date .<br>

:(e) “'''{{cddprov|Repudiation/Moratorium Extension Notice}}'''” means an irrevocable notice from the Notifying Party to the other party that describes a Potential Repudiation/Moratorium that occurred on or prior to the Scheduled Termination Date . A Repudiation/Moratorium Extension Notice must contain a description in reasonable detail of the facts relevant to the determination that a Potential Repudiation/Moratorium has occurred and indicate the date of the occurrence. The Potential Repudiation/Moratorium that is the subject of the Repudiation/Moratorium Extension Notice need not be continuing on the date the Repudiation/Moratorium Extension Notice is effective. A form of Repudiation/Moratorium Extension Notice is set forth in Exhibit D.<br>

:(a) “'''{{cddprov|Restructuring}}'''” means that, with respect to one or more Obligations and in relation to an aggregate amount of not less than the Default Requirement, any one or more of the following events occurs in a form that binds all holders of such Obligation, is agreed between the Reference Entity or a Governmental Authority and a sufficient number of holders of such Obligation to bind all holders of the Obligation or is announced (or otherwise decreed) by the Reference Entity or a Governmental Authority in a form that binds all holders of such Obligation (including, in each case, in respect of Bonds only, by way of an exchange), and such event is not expressly provided for under the terms of such Obligation in effect as of the later of the Credit Event Backstop Date and the date as of which such Obligation is issued or incurred:<br>

::(i) a reduction in the rate or amount of interest payable or the amount of scheduled interest accruals (including by way of redenomination);<br>

:(c) For purposes of Sections {{cddprov|4.7}}(a), {{cddprov|4.7}}(b) and {{cddprov|4.10}} (Multiple Holder Obligation), the term Obligation shall be deemed to include Underlying Obligations for which the Reference Entity is acting as provider of a Guarantee. In the case of a Guarantee and an Underlying Obligation, references to the Reference Entity in Section {{cddprov|4.7}}(a) shall be deemed to refer to the Underlying Obligor and the reference to the Reference Entity in Section {{cddprov|4.7}}(b) shall continue to refer to the Reference Entity.<br>

:(d) If an exchange has occurred, the determination as to whether one of the events described under Sections {{cddprov|4.7}}(a)(i) to (v) has occurred will be based on a comparison of the terms of the Bond immediately prior to such exchange and the terms of the resulting obligations immediately following such exchange.<br>

:(a) “'''{{cddprov|Governmental Intervention}}'''” means that, with respect to one or more Obligations and in relation to an aggregate amount of not less than the Default Requirement, any one or more of the following events occurs as a result of action taken or an announcement made by a Governmental Authority pursuant to, or by means of, a restructuring and resolution law or regulation (or any other similar law or regulation), in each case, applicable to the Reference Entity in a form which is binding, irrespective of whether such event is expressly provided for under the terms of such Obligation:<br>

::(i) any event which would affect creditors’ rights so as to cause:<br>

::(iv) any event which has an analogous effect to any of the events specified in Sections {{cddprov|4.8}}(a)(i) to (iii).<br>

:(b) For purposes of Section {{cddprov|4.8}}(a), the term Obligation shall be deemed to include Underlying Obligations for which the Reference Entity is acting as provider of a Guarantee.<br>

:(a) “'''{{cddprov|Default Requirement}}'''” 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, USD 10,000,000 or its equivalent in the relevant Obligation Currency) in either case, as of the occurrence of the relevant Credit Event.<br>

:(b) “'''{{cddprov|Governmental Authority}}'''” means:<br>

:(c) “'''{{cddprov|Obligation Currency}}'''” means the currency or currencies in which an Obligation is denominated.<br>

:(d) “'''{{cddprov|Payment Requirement}}'''” 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, USD 1,000,000 or its equivalent in the relevant Obligation Currency) in either case as of the occurrence of the relevant Failure to Pay or Potential Failure to Pay, as applicable.<br>

:(a) Unless “'''{{cddprov|Multiple Holder Obligation}}'''” is specified as not applicable in the related Confirmation, then, notwithstanding anything to the contrary in Section {{cddprov|4.7}} (Restructuring), the occurrence of, agreement to or announcement of any of the events described in Sections {{cddprov|4.7}}(a)(i) to (v) (Restructuring) shall not be a Restructuring unless the Obligation in respect of any such events is a Multiple Holder Obligation.<br>

:(b) “'''{{cddprov|Multiple Holder Obligation}}'''” means an Obligation that (i) at the time of the event which constitutes a Restructuring Credit Event is held by more than three holders that are not Affiliates of each other and (ii) with respect to which a percentage of holders (determined pursuant to the terms of the Obligation as in effect on the date of such event) at least equal to sixty-six-and-two-thirds is required to consent to the event which constitutes a Restructuring Credit Event provided that any Obligation that is a Bond shall be deemed to satisfy the requirement in Section {{cddprov|4.10}}(b)(ii).<br>

==Article 5General Terms Relating To Settlement==

==Article 6 Terms Relating To Auction Settlement==

:(a) <br>

::(i) the Floating Rate Payer Calculation Amount; multiplied by<br>

::(ii) an amount, expressed as a percentage, equal to the Reference Price minus the Auction Final Price; and<br>

:(b) zero.<br>

A form of Notice to Exercise Movement Option is set forth in Exhibit E.<br>

==Article 7 Terms Relating To Cash Settlement==

:(a) <br>

::(i) the Floating Rate Payer Calculation Amount; multiplied by<br>

::(ii) the Reference Price minus the Final Price; and<br>

:(b) zero.<br>

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

::(i) “'''{{cddprov|Market}}'''” means the Market Value determined by the Calculation Agent with respect to the Valuation Date; or<br>

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

:(c) Notwithstanding Sections {{cddprov|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.<br>

:(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.<br>

:(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.<br>

:(a) if “'''{{cddprov|Single Valuation Date}}'''” is specified in the related Confirmation, subject to Section {{cddprov|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 Date occurs pursuant to Section {{cddprov|1.16}}(a)(ii) (Event Determination Date) or {{cddprov|14.1}}(b)(i) (Non-Standard Event Determination Date), the day on which the DC Credit Event Announcement occurs) (or, if “'''{{cddprov|Cash Settlement}}'''” is applicable pursuant to the Fallback Settlement Method in accordance with Section {{cddprov|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<br>

:(b) if “'''{{cddprov|Multiple Valuation Dates}}'''” is specified in the related Confirmation, each of the following dates:<br>

When “'''{{cddprov|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).<br>

If neither “'''{{cddprov|Single Valuation Date}}'''” nor “'''{{cddprov|Multiple Valuation Dates}}'''” is specified in the related Confirmation, Single Valuation Date shall apply.<br>

:(a) “'''{{cddprov|Bid}}'''” means that only bid quotations shall be requested from Dealers;<br>

:(b) “'''{{cddprov|Offer}}'''” means that only offer quotations shall be requested from Dealers; or<br>

:(c) “'''{{cddprov|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.<br>

If a Quotation Method is not specified in the related Confirmation, Bid shall apply.<br>

 <br>

==Article 8 Terms Relating To Physical Settlement==

In the case of Deliverable Obligations that are (a) Borrowed Money, Buyer shall Deliver Deliverable Obligations with an Outstanding Principal Balance and (b) not Borrowed Money, Buyer shall Deliver Deliverable Obligations with a Due and Payable Amount (or, in the case of either (a) or (b), the equivalent Currency Amount of any such amount), in each case in the aggregate amount as of the relevant Delivery Dates that is equal to the Floating Rate Payer Calculation Amount; provided that Buyer may Deliver Deliverable Obligations with an Outstanding Principal Balance or a Due and Payable Amount, as applicable, (or the equivalent Currency Amount of any such amount), in the aggregate amount as of the relevant Delivery Dates that is either (i) greater than the Floating Rate Payer Calculation Amount, in which case Seller shall not be required to pay more than the Physical Settlement Amount to Buyer, or (ii) less than the Floating Rate Payer Calculation Amount, in which case Seller shall not be required to pay more than the proportion of the Physical Settlement Amount that corresponds to the Deliverable Obligations Delivered, subject to Section {{cddprov|11.2}}(c)(ii) (Additional Representations and Agreements for Physical Settlement).<br>

Buyer may, from time to time, notify Seller in the manner specified above (each such notification, a “'''{{cddprov|NOPS Amendment Notice}}'''”) that Buyer is replacing, in whole or in part, one or more Deliverable Obligations specified in the Notice of Physical Settlement or a prior NOPS Amendment Notice, as applicable, (to the extent the relevant Deliverable Obligation has not been Delivered as of the date such NOPS Amendment Notice is effective). A NOPS Amendment Notice shall contain a revised detailed description of each replacement Deliverable Obligation that Buyer will Deliver to Seller (each, a “'''{{cddprov|Replacement Deliverable Obligation}}'''”) and shall also specify the Outstanding Amount of each Deliverable Obligation identified in the Notice of Physical Settlement or a prior NOPS Amendment Notice, as applicable, that is being replaced (with respect to each such Deliverable Obligation, the “'''{{cddprov|Replaced Deliverable Obligation Outstanding Amount}}'''”). The Outstanding Amount of each Replacement Deliverable Obligation identified in a NOPS Amendment Notice shall be determined by applying the Revised Currency Rate to the relevant Replaced Deliverable Obligation Outstanding Amount. The Outstanding Amount of the Replacement Deliverable Obligations specified in any NOPS Amendment Notice in aggregate with the Outstanding Amount of the Deliverable Obligations specified in the Notice of Physical Settlement or any earlier NOPS Amendment Notice which, in each case, are not being replaced must not be greater than the Aggregate Outstanding Amount. Each such NOPS Amendment Notice must be effective on or prior to the Physical Settlement Date (determined without reference to any change resulting from such NOPS Amendment Notice).<br>

A form of Notice of Physical Settlement is set forth in Exhibit C.<br>

Notwithstanding the foregoing, (i) Buyer may correct any errors or inconsistencies in the detailed description of each Deliverable Obligation contained in the Notice of Physical Settlement or any<br>

NOPS Amendment Notice, as applicable, by notice to Seller prior to the relevant Delivery Date and (ii) if Asset Package Delivery is applicable, Buyer shall on the NOPS Effective Date, or as soon as reasonably practicable thereafter (but in any case, prior to the Delivery Date), notify Seller of the detailed description of the Asset Package, if any, that it intends to Deliver to Seller in lieu of the Prior Deliverable Obligation or Package Observable Bond, if any, specified in the Notice of Physical Settlement or NOPS Amendment Notice, as applicable, it being understood in each case that such notice shall not constitute a NOPS Amendment Notice.<br>

:(a) if “'''{{cddprov|Financial Reference Entity Terms}}'''” and “'''{{cddprov|Governmental Intervention}}'''” are specified as applicable in the related Confirmation:<br>

::(i) a Governmental Intervention; or<br>

:(b) if the Reference Entity is a Sovereign and “'''{{cddprov|Restructuring}}'''” is specified as applicable in the related Confirmation, a Restructuring,<br>

in each case, whether or not such event is specified as the applicable Credit Event in the Credit Event Notice or the DC Credit Event Announcement.<br>

:(a) subject to Section {{cddprov|8.10}}(b), the later of:<br>

::(i) the thirtieth calendar day after the Event Determination Date; and<br>

::::(II) a No Auction Announcement Date occurs pursuant to Section {{cddprov|6.11}}(c)(ii) (No Auction Announcement Date) and such Credit Derivative Transaction has not been subject to exercise of the Movement Option,<br>

provided that in the case of Sections {{cddprov|8.10}}(a)(ii) and (b), the relevant Credit Event Resolution Request Date, if any, occurred on or prior to the date described in Section {{cddprov|8.10}}(a)(i).<br>

:(a) “'''{{cddprov|Deliver}}'''” means to deliver, novate, transfer (including, in the case of a Guarantee, transfer of the benefit of the Guarantee), assign or sell, as appropriate, in the manner customary for the settlement of the applicable Deliverable Obligations (which shall include executing all necessary documentation and taking any other necessary actions), in order to convey all right, title (or, with respect to Deliverable Obligations where only equitable title is customarily conveyed, all equitable title) and interest in the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, to Seller free and clear of any and all liens, charges, claims or encumbrances (excluding any liens routinely imposed on all securities in a relevant clearance system, but including, without limitation, any counterclaim, defense (other than a counterclaim or defense based on the factors set forth in Section {{cddprov|4.1}}(a) to (d) (Credit Event)) or right of set-off by or of the Reference Entity or any applicable Underlying Obligor); provided that (i) if a Deliverable Obligation is a Direct Loan Participation, “'''{{cddprov|Deliver}}'''” means to create (or procure the creation of) a participation in favor of Seller and (ii) if a Deliverable Obligation is a Guarantee, “'''{{cddprov|Deliver}}'''” means to Deliver both the Underlying Obligation and the Guarantee, provided further that if the Guarantee has a Fixed Cap, (A) “'''{{cddprov|Deliver}}'''” means to Deliver the Underlying Obligation, the Guarantee and all claims to any amounts which are subject to such Fixed Cap and (B) those claims shall be deemed to be Deliverable Obligations for purposes of Section {{cddprov|11.2}} (Additional Representations and Agreements for Physical Settlement). “'''{{cddprov|Delivery}}'''” and “'''{{cddprov|Delivered}}'''” will be construed accordingly.<br>

In the case of a Loan, Delivery shall be effected using documentation substantially in the form of the documentation customarily used in the relevant market for Delivery of such Loan at that time , provided further that Buyer and Seller agree to comply with the provisions of any documentation (which shall include any market advisory that the relevant Credit Derivatives Determinations Committee Resolves to approve for such purpose) that the relevant Credit Derivatives Determinations Committee Resolves constitutes documentation customarily used in the relevant market for Delivery of such Loan at that time, as such documentation may be amended to the extent the relevant Credit Derivatives Determinations Committee Resolves is appropriate, which is consistent with the delivery and payment obligations of the parties hereunder. Buyer and Seller further agree that compliance by Buyer and Seller with the provisions of any such documentation, shall be required for, and, without further action, constitute, Delivery for purposes of Section {{cddprov|8.12}} (to the extent that such documentation contains provisions describing how Delivery should be effected) and neither Buyer nor Seller shall be permitted to request that the other party take, nor shall Buyer or Seller be required to take, any action under Sections {{cddprov|11.2}}(c)(i), (v) or (vi) (Additional Representations and Agreements for Physical Settlement), as applicable, unless otherwise contemplated by such documentation.<br>

:(b) If Asset Package Delivery applies, (i) Delivery of a Prior Deliverable Obligation or a Package Observable Bond specified in the Notice of Physical Settlement or NOPS Amendment Notice, as applicable, may be satisfied by Delivery of the related Asset Package, and such Asset Package shall be treated as having the same currency, Outstanding Principal Balance or Due and Payable Amount, as applicable, as the Prior Deliverable Obligation or Package Observable Bond to which it corresponds had immediately prior to the Asset Package Credit Event, (ii) Sections {{cddprov|8.12}}(a) and {{cddprov|11.2}} (Additional Representations and Agreements for Physical Settlement) shall be deemed to apply to each Asset in the Asset Package provided that if any such Asset is not a Bond, it shall be treated as if it were a Loan for these purposes, (iii) if the Asset Package is zero, the Outstanding Amount of the Prior Deliverable Obligation or Package Observable Bond shall be deemed to have been Delivered in full three Business Days following the date on which Buyer has notified Seller of the detailed description of the Asset Package that it intends to Deliver in accordance with Section {{cddprov|8.2}} (Notice of Physical Settlement), (iv) Buyer may satisfy its obligation to make Delivery of the Prior Deliverable Obligation or Package Observable Bond in part by Delivery of each Asset in the Asset Package in the correct proportion and (v) if the relevant Asset is a Non-Transferable Instrument or Non-Financial Instrument, the Asset shall be deemed to be an amount of cash equal to the Asset Market Value.<br>

Obligation, as the Calculation Agent shall determine after consultation with the parties; provided that if Buyer has notified Seller that it intends to Deliver an Asset Package in lieu of a Prior Deliverable Obligation or a Package Observable Bond, the Physical Settlement Period shall be thirty Business Days.<br>

==Article 9 Fallback Provisions Applicable To Physical Settlement==

:(a) “'''{{cddprov|Partial Cash Settlement of Consent Required Loans}}'''” is specified as applicable in the related Confirmation;<br>

:(b) the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable include Consent Required Loans that, due to the non-receipt of any requisite consents, are not, on the Physical Settlement Date, capable of being assigned or novated to Seller or its designee and such consents are not obtained or deemed given by the Latest Permissible Physical Settlement Date; and<br>

:(c) (i) “'''{{cddprov|Direct Loan Participation}}'''” is not specified as a Deliverable Obligation Characteristic in the related Confirmation, or (ii) “'''{{cddprov|Direct Loan Participation}}'''” is specified as a Deliverable Obligation Characteristic in the related Confirmation and the relevant participation is not effected on or before the Latest Permissible Physical Settlement Date,<br>

Cash Settlement pursuant to Section {{cddprov|9.6}} (Partial Cash Settlement Terms) shall be deemed to apply to the Credit Derivative Transaction with respect to the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable that consist of Consent Required Loans for which consents are not obtained or deemed given (the “'''{{cddprov|Undeliverable Loan Obligations}}'''”).<br>

:(a) “'''{{cddprov|Partial Cash Settlement of Assignable Loans}}'''” is specified as applicable in the related Confirmation;<br>

:(b) the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable include Assignable Loans that, due to the non-receipt of any requisite consents, are not, on the Physical Settlement Date, capable of being assigned or novated to Seller or its designee and such consents are not obtained or deemed given by the Latest Permissible Physical Settlement Date; and<br>

:(c) (i) “'''{{cddprov|Direct Loan Participation}}'''” is not specified as a Deliverable Obligation Characteristic in the related Confirmation, or (ii) “'''{{cddprov|Direct Loan Participation}}'''” is specified as a Deliverable Obligation Characteristic in the related Confirmation and the relevant participation is not effected on or before the Latest Permissible Physical Settlement Date,<br>

Cash Settlement pursuant to Section {{cddprov|9.6}} (Partial Cash Settlement Terms) shall be deemed to apply to the Credit Derivative Transaction with respect to the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, that consist of Assignable Loans for which consents are not obtained or deemed given (the “'''{{cddprov|Unassignable Obligations}}'''”).<br>

:(a) “'''{{cddprov|Partial Cash Settlement of Participations}}'''” is specified as applicable in the related Confirmation; and<br>

:(b) the Deliverable Obligations include Direct Loan Participations and the relevant participation is not effected on or before the Latest Permissible Physical Settlement Date,<br>

Cash Settlement pursuant to Section {{cddprov|9.6}} (Partial Cash Settlement Terms) shall be deemed to apply to the Credit Derivative Transaction with respect to the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, that consist of Direct Loan Participations in respect of which the relevant participation is not effected (the “'''{{cddprov|Undeliverable Participations}}'''”).<br>

:(a) “'''{{cddprov|Cash Settlement Amount}}'''” is deemed to be, for each Undeliverable Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation, the aggregate of the greater of (i)(A) the Outstanding Principal Balance, Due and Payable Amount or Currency Amount, as applicable, of each Undeliverable Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation multiplied by (B) the Reference Price minus the Final Price with respect to such Undeliverable Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation and (ii) zero;<br>

:(b) “'''{{cddprov|Cash Settlement Date}}'''” is deemed to be the date that is three Business Days after the calculation of the Final Price, which date shall also be the Termination Date;<br>

:(l) “'''{{cddprov|Indicative Quotation}}'''” shall mean, in accordance with the Quotation Method, each quotation obtained from a Dealer at the Valuation Time for (to the extent reasonably practicable) an amount of the Undeliverable Obligation equal to the Quotation Amount, which reflects such Dealer’s reasonable assessment of the price of such Undeliverable Obligation based on such factors as such Dealer may consider relevant, which may include historical prices and recovery rates; and<br>

:(m) Indicative Quotations shall be applicable under Section {{cddprov|9.6}} only if the Partial Cash Settlement Terms become applicable to a Credit Derivative Transaction due to the occurrence of an event giving rise to an impossibility or illegality under Section {{cddprov|9.1}} (Partial Cash Settlement Due to Impossibility or Illegality).<br>

On the Buy-in Date, Seller shall attempt to obtain from five or more Dealers firm quotations for the sale (“'''{{cddprov|Buy-in Offers}}'''”) of the specified Outstanding Principal Balance of the Relevant Bonds (together with any accrued interest thereon to the extent not already included as part of the Outstanding Principal Balance). The lowest Buy-in Offer or, if Seller obtains only one Buy-in Offer, such Buy-in Offer, for the Outstanding Principal Balance of the Relevant Bonds shall be the “'''{{cddprov|Buy-in Price}}'''”. If Seller is unable to obtain at least one Buy-in Offer from such Dealers on the relevant Buy-in Date for the specified Outstanding Principal Balance of the Relevant Bonds, Seller will attempt to obtain Buy-in Offers for all or a portion of the specified Outstanding Principal Balance of the Relevant Bonds from five or more Dealers on each Business Day following the Buy-in Date until the earlier of (a) the fourth Business Day (inclusive) following such Buy-in Date and (b) the date a Buy-in Price or Prices are determined for all of the specified Outstanding Principal Balance of the Relevant Bonds (such period commencing on the Buy-in Date, the “'''{{cddprov|Buy-in Period}}'''”). Seller will conduct the buy-in in a commercially reasonable manner and in accordance with the procedures set forth herein.<br>

Buyer’s right to Deliver the specified Outstanding Principal Balance of the Relevant Bonds shall be suspended only during the Buy-in Period and shall recommence on the first Business Day following the end of the Buy-in Period to the extent Seller has not determined a Buy-in Price or Prices for the specified Outstanding Principal Balance of the Relevant Bonds. Seller shall commit to purchase such Outstanding Principal Balance of the Relevant Bonds at the applicable Buy-in Price or Prices. Thereafter, to the extent a Buy-in Price has not been determined during a Buy-in Period with respect to all of the specified Outstanding Principal Balance of the Relevant Bonds, on or at any time after the sixth Business Day after such Buy-in Period, Seller may give another Buy-in Notice for purposes of commencing another Buy-in Period for the Relevant Bonds in accordance with the procedures set forth herein. This process may be repeated until the final settlement of the Credit Derivative Transaction.<br>

On the date a Buy-in Price is determined (or as soon as practicable thereafter), Seller will provide notice of the Outstanding Principal Balance of the Relevant Bonds for which a Buyin Price or Prices were determined and the Buy-in Price or Prices therefor. On the third Business Day following such notice, Buyer will be deemed to have Delivered an Outstanding Principal Balance of the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, for which a Buy-in Price was determined and Seller will pay to Buyer that portion of the Physical Settlement Amount that corresponds to such portion of the Deliverable Obligations, reduced (but not below zero) by the Buy-in Price multiplied by the corresponding Outstanding Principal Balance of the Relevant Bonds for which a Buy-in Price was determined, plus any reasonable brokerage costs incurred by Seller in connection with any purchases by it of the Relevant Bonds as part of the buy-in.<br>

Unless otherwise agreed by Buyer and Seller, Section {{cddprov|9.7}} shall replace any otherwise applicable buy-in rules.<br>

::(i) If Buyer has failed to obtain the requisite consents to Deliver a Loan specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable and has provided a certificate signed by a Managing Director (or other substantively equivalent title) of Buyer, which certifies that Buyer has used reasonable efforts to obtain such consents, at any time following the Loan Alternative Procedure Start Date, Buyer may Deliver, in lieu of all or part of such Loan, subject to Section {{cddprov|3.31}} (Mod R) or {{cddprov|3.32}} (Mod Mod R), any Bond that is Transferable and Not Bearer or any Assignable Loan, in either case selected by Buyer and having on both the Physical Settlement Date and the Delivery Date each of the Deliverable Obligation Characteristics (other than Consent Required Loan or Direct Loan Participation), if any, specified in the related Confirmation and otherwise satisfying the requirements to constitute a Deliverable Obligation (and such instrument shall be deemed specified in a NOPS Amendment Notice which will be effective notwithstanding the fact that it is deemed specified after the Physical Settlement Date).<br>

::(ii) At any time after the fifteenth Business Day following the Loan Alternative Procedure Start Date, to the extent that there still remains to be Delivered any Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable that are Loans and Buyer has not Delivered any Bond or Loan in lieu thereof under Section {{cddprov|9.8}}(i), Seller may require Buyer to Deliver, in lieu of all or part of a Loan specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, any Bond that is Transferable and Not Bearer or any Assignable Loan, in either case selected by Seller and having on both the Physical Settlement Date and the Delivery Date each of the Deliverable Obligation Characteristics (other than Consent Required Loan or Direct Loan Participation), if any, specified in the related Confirmation and otherwise satisfying the requirements to constitute a Deliverable Obligation (and such instrument shall be deemed specified in a NOPS Amendment Notice which will be effective notwithstanding the fact that it is deemed specified after the Physical Settlement Date), so long as (A) Seller identifies a holder of, or dealer in, the selected instrument (other than Seller or an Affiliate of Seller) that is ready, willing and able to Deliver such instrument to Buyer at a price (expressed as a percentage) less than the Reference Price and (B) such instrument may be further Delivered by Buyer to Seller without the consent of any person being required.<br>

:(a) a valid notice of Buy-in Price has been delivered that is effective fewer than three Business Days prior to such sixtieth Business Day, in which case the Termination Date for that Affected Portion shall be the third Business Day following the date on which such notice is effective; or<br>

:(b) Buyer has purchased but not Delivered Deliverable Obligations validly specified by Seller pursuant to Sections {{cddprov|9.8}}(ii) (Alternative Procedures Relating to Loans Not Delivered) or {{cddprov|9.9}} (Alternative Procedures Relating to Assets Not Delivered), in which case the Termination Date for that Affected Portion shall be the tenth Business Day following the date on which Seller validly specified such Deliverable Obligations to Buyer.<br>

==Article 10 Effect Of Dc Resolutions==

:(a) provided that:<br>

::(i) if the effect of a DC Resolution would be to reverse (A) a prior DC Resolution of the relevant Credit Derivatives Determinations Committee, (B) any determination made by the Calculation Agent that is effectively notified to the parties to the Credit Derivative Transactions prior to the fifth Business Day which immediately precedes the Successor Resolution Request Date or a Substitute Reference Obligation Resolution Request Date, as applicable, or (C) the occurrence of an Event Determination Date, that, in any case, has resulted in:<br>

::(iv) any actual or perceived conflict of interest on the part of a DC Party, legal counsel or other third-party professional hired by such DC Party in connection with such DC Party’s performance of its duties under the DC Rules.<br>

==Article 11 Additional Representations And Agreements Of The Parties==

:(a) Buyer and Seller shall each be deemed to represent to the other party on the Trade Date that, in connection with such Credit Derivative Transaction, neither the other party nor any of the other party’s Affiliates have made any representation whatsoever with respect to the Reference Entity, the Reference Obligation, any Obligation, any Deliverable Obligation, any Underlying Obligor or any Underlying Obligation on which it is relying or is entitled to rely.<br>

:(b) On the Trade Date, Buyer and Seller shall each be deemed to agree with the other that, so long as either party has or may have any obligation under the Credit Derivative Transaction:<br>

:(v) that, with respect to any DC Resolution of the relevant Credit Derivatives Determinations Committee, if there is any inconsistency between (A) any provision of either (I) the Definitions, as supplemented, or (II) any provisions incorporated in the related Confirmation and (B) the DC Rules, the DC Rules will govern.<br>

:(d) On the Trade Date, Buyer and Seller shall be deemed to acknowledge the Disclaimer by the DC Parties provision contained in the DC Rules.<br>

:(a) If Physical Settlement applies to a Credit Derivative Transaction (except in relation to Direct Loan Participations), Buyer shall be deemed to represent to Seller on each Delivery Date (which representation shall survive any such Delivery Date) that it has conveyed (or, if applicable, caused to be conveyed) to Seller (or, if applicable, its designee) all right, title (or, with respect to Deliverable Obligations where only equitable title is customarily conveyed, all equitable title) and interest in the Deliverable Obligations being Delivered on such date free and clear of any and all liens, charges, claims or encumbrances (excluding any liens routinely imposed on all securities in a relevant clearance system, but including, without limitation, any counterclaim, defense (other than a counterclaim or defense based on the factors set forth in Section {{cddprov|4.1}}(a) to (d) (Credit Event)) or right of set-off by or of the Reference Entity or any applicable Underlying Obligor). Subject to reasonable verification by Buyer, Buyer shall indemnify, and hold harmless, Seller for any loss, liability, claim, damage and expense whatsoever incurred arising out of Buyer’s breach of the representations contained in Section {{cddprov|11.2}}(a). The indemnification in the preceding sentence shall survive the Termination Date. Any breach of the representations contained in Section {{cddprov|11.2}}(a) shall not constitute an event of default in any master agreement governing the Credit Derivative Transaction.<br>

:(b) If Physical Settlement applies to a Credit Derivative Transaction, Buyer shall be deemed to represent to Seller on each Delivery Date (which representation shall survive any such Delivery Date) that, unless Seller has received an indemnity acceptable to Seller from Buyer with respect to the following, Delivery of such Deliverable Obligations to Seller and transfer of such Deliverable Obligations by Seller to a third party will not require or cause Seller to assume, and will not subject Seller to, any obligation, liability or commitment to lend additional funds (including any outstanding contingent commitment) (in each case other than (i) immaterial, non-payment obligations and any assignment or transfer fee in respect of Loans and (ii) obligations arising under customary provisions in respect of Borrowed Money, including but not limited to requirements that holders thereof indemnify or reimburse a trustee, fiscal agent, administrative agent, clearing agent, paying agent, facility agent or agent bank or similar person or entity for costs, liabilities or expenses<br>

::(v) Unless otherwise specified in the related Confirmation, any recordation, processing or similar fee reasonably incurred by Buyer and payable to the agent under a Loan in connection with an assignment or novation (where Deliverable Obligations include Assignable Loans or Consent Required Loans) or participation (where Deliverable Obligations include Direct Loan Participations) shall be payable by Buyer and Seller equally on the Delivery Date or Latest Permissible Physical Settlement Date, as applicable.<br>

::(vi) Notwithstanding any other provision of the Credit Derivative Transaction, if any Stamp Tax or transaction tax is payable in connection with the Delivery of Deliverable Obligations, payment of such Stamp Tax or transaction tax (as applicable) shall be made by the party or parties that would in the ordinary course bear such cost under a contract for purchase of the Deliverable Obligation.<br>

:(a) the Reference Entity does not exist on, or ceases to exist on or following, the Trade Date; and/or<br>

:(b) Obligations, Deliverable Obligations or the Reference Obligation do not exist on, or cease to exist on or following, the Trade Date.<br>

==Article 12 Initial Payment Amount, Fixed Amounts And Floating Rate Payer Calculation Amount==

:(a) if an amount is specified in the related Confirmation as the Fixed Amount payable by the Fixed Rate Payer for that Fixed Rate Payer Payment Date or for the related Fixed Rate Payer Calculation Period, such amount; or<br>

:(b) if an amount is not specified in the related Confirmation as the Fixed Amount payable by the Fixed Rate Payer for that Fixed Rate Payer Payment Date or for the related Fixed Rate Payer Calculation Period, an amount calculated on a formula basis for that Fixed Rate Payer Payment Date or for the related Fixed Rate Payer Calculation Period as follows:<br>

Fixed Amount = Fixed Rate Payer Calculation Amount x Fixed Rate x Fixed Rate Day Count Fraction<br>

:(a) if “'''{{cddprov|Actual/365}}}}'''” or “'''{{cddprov|Actual/Actual}}}}'''” is specified as applicable in the related Confirmation, the actual number of days in the Fixed Rate Payer Calculation Period in respect of which payment is being made divided by 365 (or, if any portion of that Fixed Rate Payer Calculation Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Fixed Rate Payer Calculation Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Fixed Rate Payer Calculation Period falling in a non-leap year divided by 365);<br>

:(b) if “'''{{cddprov|Actual/365 (Fixed)}}}}'''” is specified as applicable in the related Confirmation, the actual number of days in the Fixed Rate Payer Calculation Period in respect of which payment is being made divided by 365;<br>

:(e) if “'''{{cddprov|30E/360}}'''” or “'''{{cddprov|Eurobond Basis}}'''” is specified as applicable in the related Confirmation, the number of days in the Fixed Rate Payer Calculation Period in respect of which payment is being made divided by 360 (the number of days to be calculated on the basis of a year of 360 days with twelve thirty-day months, without regard to the date of the first day or last day of the Fixed Rate Payer Calculation Period unless, in the case of the final Fixed Rate Payer Calculation Period, the last day of the final Fixed Rate Payer Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a thirty-day month); and<br>

:(f) if neither “'''{{cddprov|Actual/365}}'''”, “'''{{cddprov|Actual/Actual}}'''”, “'''{{cddprov|Actual/365 (Fixed)}}'''”, “'''{{cddprov|Actual/360}}'''”, “'''{{cddprov|Act/360}}'''”, “'''{{cddprov|A/360}}'''”, “'''{{cddprov|30/360}}'''”, “'''{{cddprov|Bond Basis}}'''”, “'''{{cddprov|30E/360}}'''” nor “'''{{cddprov|Eurobond Basis}}'''” is specified as applicable in the related Confirmation, the Fixed Rate Day Count Fraction shall be “'''{{cddprov|Actual/360}}'''”.<br>

==Article 13 Credit Derivatives Physical Settlement Matrix==

==Article 14 Non-Standard Event Determination Date And Non-Standard Exercise Cutoff Date==

:(a) subject to Section {{cddprov|14.1}}(b), the Notice Delivery Date, if the Notice Delivery Date occurs during either the Notice Delivery Period or the Post Dismissal Additional Period, provided that neither (i) a DC Credit Event Announcement has occurred nor (ii) a DC No Credit Event Announcement has occurred, in each case, with respect to the Credit Event specified in the Credit Event Notice; or<br>

:(b) notwithstanding Section {{cddprov|14.1}}(a), if a DC Credit Event Announcement has occurred and the Credit Event Resolution Request Date has occurred on or prior to the last day of the Notice Delivery Period (including prior to the Trade Date) either:<br>

(bb) if any Valuation Date or Delivery Date, as applicable, has occurred on or prior to the date on which the DC Credit Event Meeting Announcement occurs, a Non-Standard Event Determination Date shall be deemed to have occurred only with respect to the portion of the Floating Rate Payer Calculation Amount, if any, with respect to which no Valuation Date or Delivery Date, as applicable, has occurred; and<br>

(cc) no Credit Event Notice specifying an M(M)R Restructuring as the only Credit Event has previously been delivered to Seller by Buyer as Notifying Party, (xx) unless the M(M)R Restructuring specified in such Credit Event Notice is also the subject of the DC Credit Event Question resulting in the occurrence of the Credit Event Resolution Request Date, (yy) unless, and to the extent that, the Exercise Amount specified in any such Credit Event Notice was less than the Floating Rate Payer Calculation Amount or (zz) unless the Credit Derivative Transaction is an Auction Covered Transaction and the Deliverable Obligations set out on the Final List are identical to the Permissible Deliverable Obligations for such Credit Derivative Transaction.<br>

:(a) if such Credit Event is not an M(M)R Restructuring, either:<br>

::(i) the Relevant City Business Day prior to the Auction Final Price Determination Date, if any;<br>