Article 6. Terms Relating to Auction Settlement
Section 6.1 Auction Settlement. If “Auction Settlement” is the applicable Settlement Method and an Event Determination Dateoccurs on or prior to the Auction Final Price Determination Date, Seller shall, subject to Section 5.1 (Settlement), pay to Buyer the Auction Settlement Amount on the Auction Settlement Date. Without prejudice to the foregoing, but without duplication of settlement, if (a) an Auction Cancellation Date occurs, (b) a No Auction Announcement Date occurs (and, in circumstances where such No Auction Announcement Date occurs pursuant to Section 6.11(b) or 6.11(c)(ii) (No Auction Announcement Date), neither party has exercised the Movement Option), (c) a DC Credit Event Question Dismissal occurs, (d) an Event Determination Datewas determined pursuant to Section 1.16(a)(i) (Event Determination Date) or 14.1(a) (Non-Standard Event Determination Date) and no Credit Event Resolution Request Date has occurred on or prior to the date falling three Business Days after such Event Determination Date, or (e) an Event Determination Datewas determined pursuant to Section 14.1(b)(ii)(B)(II)(y) (Non-Standard Event Determination Date), the parties shall, subject to Section 5.1 (Settlement), perform their respective obligations in accordance with the Fallback Settlement Method.
Section 6.2 Auction. “Auction” has the meaning set forth in the Transaction Auction Settlement Terms.
Section 6.3 Auction Settlement Date. “Auction Settlement Date” means the date that is the number of Business Days specified in the Transaction Auction Settlement Terms (or, if a number of Business Days is not so specified, three Business Days) immediately following the Auction Final Price Determination Date. The Auction Settlement Date shall be the Termination Date.
Section 6.4 Auction Settlement Amount. “Auction Settlement Amount” means the greater of:
- (a)
- (i) the Floating Rate Payer Calculation Amount; multiplied by
- (ii) an amount, expressed as a percentage, equal to the Reference Price minus the Auction Final Price; and
- (b) zero.
Section 6.5 Auction Final Price. “Auction Final Price” has the meaning set forth in the Transaction Auction Settlement Terms.
Section 6.6 Auction Final Price Determination Date. “Auction Final Price Determination Date” has the meaning set forth in the Transaction Auction Settlement Terms.
Section 6.7 Credit Derivatives Auction Settlement Terms. “Credit Derivatives Auction Settlement Terms” means any Credit Derivatives Auction Settlement Terms published by ISDA, a form of which will be published by ISDA on its website at www.isda.org (or any successor website thereto) from time to time and may be amended from time to time.
Section 6.8 Transaction Auction Settlement Terms. “Transaction Auction Settlement Terms” means the Credit Derivatives Auction Settlement Terms for which the relevant Credit Derivative Transaction would be an Auction Covered Transaction.
Section 6.9 Parallel Auction Settlement Terms. “Parallel Auction Settlement Terms” means, following the occurrence of an M(M)R Restructuring, any Credit Derivatives Auction Settlement Terms published by ISDA with respect to such M(M)R Restructuring, and for which the Deliverable Obligation Terms are the same as the Deliverable Obligation Provisions applicable to the relevant Credit Derivative Transaction and for which such Credit Derivative Transaction would not be an Auction Covered Transaction.
Section 6.10 Auction Covered Transaction. “Auction Covered Transaction” has the meaning set forth in the Transaction Auction Settlement Terms.
Section 6.11 No Auction Announcement Date. “No Auction Announcement Date” means, with respect to a Credit Event, the date on which the DC Secretary first publicly announces that (a) no Transaction Auction Settlement Terms and, if applicable, no Parallel Auction Settlement Terms will be published, (b) following the occurrence of an M(M)R Restructuring, no Transaction Auction Settlement Terms will be published, but Parallel Auction Settlement Terms will be published, or (c) the relevant Credit Derivatives Determinations Committee has Resolved that no Auction will be held following a prior public announcement by the DC Secretary to the contrary, in circumstances where either (i) no Parallel Auction will be held, or (ii) one or more Parallel Auctions will be held.
Section 6.12 Auction Cancellation Date. “Auction Cancellation Date” has the meaning set forth in the Transaction Auction Settlement Terms.
Section 6.13 Parallel Auction Cancellation Date. “Parallel Auction Cancellation Date” means “Auction Cancellation Date” as defined in the relevant Parallel Auction Settlement Terms.
Section 6.14 Parallel Auction. “Parallel Auction” means “Auction” as defined in the relevant Parallel Auction Settlement Terms.
Section 6.15 Movement Option. “Movement Option” means, with respect to an M(M)R Restructuring} to which a No Auction Announcement Date has occurred pursuant to Section 6.11(b) or (c)(ii) (No Auction Announcement Date), the option of either (a) Buyer, regardless of which Notifying Party delivered the Credit Event Notice, to apply to the Credit Derivative Transaction, for purposes of settlement, the Parallel Auction Settlement Terms, if any, for purposes of which the Permissible Deliverable Obligations are more limited than the Deliverable Obligations that Buyer could specify in any Notice of Physical Settlement (provided that if more than one such set of Parallel Auction Settlement Terms are published, the Parallel Auction Settlement Terms specifying the greatest number of such Permissible Deliverable Obligations shall apply), or (b) Seller, if Buyer delivered the Credit Event Notice, to apply to such Credit Derivative Transaction, for purposes of settlement, the Parallel Auction Settlement Terms, if any, for purposes of which all Deliverable Obligations on the Final List will be Permissible Deliverable Obligations. The party that delivers to the other party an effective Notice to Exercise Movement Optionon or prior to the Movement Option Cut-off Date will determine which Parallel Auction Settlement Terms, if any, apply with respect to such Credit Derivative Transaction. If both parties deliver an effective Notice to Exercise Movement Optionon or prior to the Movement Option Cut-off Date, Buyer’s Notice to Exercise Movement Optionwill prevail, regardless of which party was first in time to deliver an effective Notice to Exercise Movement Option. If neither party delivers an effective Notice to Exercise Movement Optionon or prior to the Movement Option Cut-off Date, such Credit Derivative Transaction will be settled in accordance with the Fallback Settlement Method.
Section 6.16 Permissible Deliverable Obligations. “Permissible Deliverable Obligations” has the meaning set forth in the relevant Credit Derivatives Auction Settlement Terms, being either all or the portion of the Deliverable Obligations included on the Final List pursuant to the Deliverable Obligation Terms that are applicable to that Auction.
Section 6.17 Movement Option Cut-off Date. “[[Movement Option Cut-off Date - Credit Derivatives Provision|Movement Option Cut-off Date]]” means the date that is one Relevant City Business Day following the Exercise Cut-off Date applicable to Buyer, or such other date as the relevant Credit Derivatives Determinations Committee has Resolved.
Section 6.18 Notice to Exercise Movement Option. “Notice to Exercise Movement Option” means, with respect to a Credit Derivative Transaction for which (a) an M(M)R Restructuring} is applicable and (b) the Fallback Settlement Method would otherwise be applicable pursuant to Section 6.1(b) (Auction Settlement), an irrevocable notice from one party to the other party that (i) specifies the Parallel Auction Settlement Terms applicable with respect to such Credit Derivative Transaction in accordance with Section 6.15 (Movement Option) and (ii) is effective on or prior to the Movement Option Cut-off Date.
A form of Notice to Exercise Movement Optionis set forth in Exhibit E.
Section 6.19 Deliverable Obligation Terms. “Deliverable Obligation Terms” has the meaning set forth in the relevant Credit Derivatives Auction Settlement Terms.
Section 6.20 Deliverable Obligation Provisions. “
Deliverable Obligation Provisions” has the meaning set forth in the relevant
Credit Derivatives Auction Settlement Terms.