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2014 ISDA Credit Derivatives Definitions
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Section 9 in a Nutshell™
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Full text of Section 9
Article 9. Fallback Provisions Applicable to Physical Settlement
Section 9.1 Partial Cash Settlement Due to Impossibility or Illegality. If, due to an event beyond the control of Buyer, it is impossible or illegal for Buyer to Deliver, or due to an event beyond the control of Seller it is impossible or illegal for Seller to accept Delivery of, any of the Deliverable Obligations (other than a Deliverable Obligation described in Section 3.2(d) (Deliverable Obligation)) specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable on the Physical Settlement Date (including, without limitation, failure of the relevant clearance system or due to any law, regulation or court order, but excluding market conditions or the failure to obtain any requisite consent with respect to the Delivery of Loans), then on or before such date (a) Buyer shall Deliver and Seller shall take Delivery of any of the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable for which it is possible and legal to take Delivery and Seller shall make a payment of that portion of the Physical Settlement Amount that corresponds to the amount of Deliverable Obligations that are Delivered in accordance with market practice applicable to the Deliverable Obligation on the Delivery Date and (b) Buyer or Seller, as applicable, shall provide a description in reasonable detail of the facts giving rise to such impossibility or illegality and, as soon as practicable thereafter, Buyer shall Deliver and Seller shall take Delivery of the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable which were not Delivered and Seller shall make a payment of that portion of the Physical Settlement Amount that corresponds to the amount of Deliverable Obligations that are Delivered in accordance with market practice applicable to the Deliverable Obligation on the Delivery Date. The date on which the Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable which were not Delivered are subsequently delivered shall be the Termination Date. If, following the occurrence of any such impossibility or illegality, the amount of Deliverable Obligations that are to be Delivered as specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable are not Delivered to Seller on or prior to the Latest Permissible Physical Settlement Date, Cash Settlement pursuant to Section 9.6 (Partial Cash Settlement Terms) shall be deemed to apply to the Credit Derivative Transaction with respect to the Deliverable Obligations that cannot be Delivered (the “Undeliverable Obligations”).
Section 9.2 Partial Cash Settlement of Consent Required Loans. If:
- (a) “Partial Cash Settlement of Consent Required Loans” is specified as applicable in the related Confirmation;
- (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
- (c) (i) “Direct Loan Participation” is not specified as a Deliverable Obligation Characteristic in the related Confirmation, or (ii) “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,
Cash Settlement pursuant to Section 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 “Undeliverable Loan Obligations”).
Section 9.3 Partial Cash Settlement of Assignable Loans. If:
- (a) “Partial Cash Settlement of Assignable Loans” is specified as applicable in the related Confirmation;
- (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
- (c) (i) “Direct Loan Participation” is not specified as a Deliverable Obligation Characteristic in the related Confirmation, or (ii) “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,
Cash Settlement pursuant to Section 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 “[[Unassignable Obligations - Credit Derivatives Provision|Unassignable Obligations]]”).
Section 9.4 Partial Cash Settlement of Participations. If:
- (a) “Partial Cash Settlement of Participations” is specified as applicable in the related Confirmation; and
- (b) the Deliverable Obligations include Direct Loan Participations and the relevant participation is not effected on or before the Latest Permissible Physical Settlement Date,
Cash Settlement pursuant to Section 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 “[[Undeliverable Participations - Credit Derivatives Provision|Undeliverable Participations]]”).
Section 9.5 Latest Permissible Physical Settlement Date. “Latest Permissible Physical Settlement Date” means, in respect of Section 9.1 (Partial Cash Settlement Due to Impossibility or Illegality), the date that is thirty calendar days after the Physical Settlement Date and, in respect of Sections 9.2 (Partial Cash Settlement of Consent Required Loans), 9.3 (Partial Cash Settlement of Assignable Loans) and 9.4 (Partial Cash Settlement of Participations), the date that is fifteen Business Days after the Physical Settlement Date.
Section 9.6 Partial Cash Settlement Terms. Unless otherwise specified in the related Confirmation, the following terms are deemed to be defined as follows for purposes of the Partial Cash Settlement Terms referred to in Sections 9.1 (Partial Cash Settlement Due to Impossibility or Illegality), 9.2 (Partial Cash Settlement of Consent Required Loans), 9.3 (Partial Cash Settlement of Assignable Loans) and 9.4 (Partial Cash Settlement of Participations):
- (a) “Cash Settlement Amount” is deemed to be, for each Undeliverable Loan 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 Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation multiplied by (B) the Reference Price minus the Final Price with respect to such Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation and (ii) zero;
- (b) “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;
- (c) “Reference Obligation” is deemed to be each Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation and “Reference Price” is deemed to be one hundred per cent;
- (d) “Valuation Date” is deemed to be the date that is two Business Days after the Latest Permissible Physical Settlement Date;
- (e) “Valuation Method” is deemed to be Highest unless fewer than two Full Quotations are obtained or a Weighted Average Quotation applies (or, if applicable, Indicative Quotations), in which case, “Valuation Method” is deemed to be Market;
- (f) “Quotation Method” is deemed to be Bid;
- (g) “Quotation Amount” is deemed to be, with respect to each type or issue of Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation, an amount equal to the Outstanding Principal Balance or Due and Payable Amount (or, in either case, its equivalent in the relevant Obligation Currency, which shall be converted by the Calculation Agent in a commercially reasonable manner by reference to exchange rates in effect at the time that the relevant Quotation is being obtained), as applicable, of such Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation;
- (h) There shall be no “Minimum Quotation Amount”;
- (i) “Valuation Time” is the time specified as such in the related Confirmation (or, if no such time is specified, 11:00 a.m. in the principal trading market for the Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation (as applicable));
- (j) “Market Value” means, with respect to an Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation (as applicable) on a Valuation Date, (i) if more than three Full Quotations are obtained, the arithmetic mean of such Full Quotations, disregarding the Full Quotations having the highest and lowest values (and, if more than one such Full Quotations have the same highest value or lowest value, then one of such highest or lowest Full Quotations shall be disregarded), (ii) if exactly three Full Quotations are obtained, the Full Quotation remaining after disregarding the highest and lowest Full Quotations (and, if more than one such Full Quotations have the same highest value or lowest value, then one of such highest or lowest Full Quotations shall be disregarded), (iii) if exactly two Full Quotations are obtained, the arithmetic mean of such Full Quotations, (iv) if fewer than two Full Quotations are obtained and a Weighted Average Quotation is obtained, such Weighted Average Quotation, (v) if Indicative Quotations are applicable and exactly three Indicative Quotations are obtained, the Indicative Quotation remaining after disregarding the highest and lowest Indicative Quotations (and, if more than one such Indicative Quotations have the same highest or lowest value, then one of such highest or lowest Indicative Quotations shall be disregarded), (vi) if fewer than two Full Quotations are obtained, no Weighted Average Quotation is obtained (and, if Indicative Quotations are applicable, fewer than three Indicative Quotations are obtained) then, subject to Section 9.6(k)(ii), an amount that the Calculation Agent shall determine on the next Business Day on which two or more Full Quotations, a Weighted Average Quotation or, if applicable, three Indicative Quotations are obtained and (vii) if fewer than two Full Quotations are obtained, no Weighted Average Quotation is obtained (and, if Indicative Quotations are applicable, fewer than three Indicative Quotations are obtained) within the additional five Business Day period set forth in Section 9.6(k)(ii), the Market Value shall be determined as provided in Section 9.6(k)(ii);
- (k) “Quotation” means each Full Quotation, the Weighted Average Quotation and, if Indicative Quotations are applicable, each Indicative Quotation obtained and expressed as a percentage of the Reference Obligation’s Outstanding Principal Balance or Due and Payable Amount, as applicable, with respect to a Valuation Date in the manner that follows:
- (i) 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. If two or more such Full Quotations or a Weighted Average Quotation are not available on any such Business Day and Indicative Quotations are applicable, the Calculation Agent shall attempt to obtain three Indicative Quotations from five or more Dealers.
- (ii) 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 (or, if Indicative Quotations are applicable, three Indicative Quotations) 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 (or, if Indicative Quotations are applicable, three Indicative Quotations). If such party is able to obtain two or more Full Quotations or a Weighted Average Quotation (or, if Indicative Quotations are applicable, three Indicative Quotations) on the same Business Day within an additional five Business Days, the Calculation Agent shall use such Full Quotations or Weighted Average Quotation (or, if applicable, Indicative Quotations) to determine the Final Price in accordance with the specified Valuation Method. If such party is unable to obtain two or more Full Quotations, a Weighted Average Quotation (or, if Indicative Quotations are applicable, three Indicative Quotations) 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 (or, if applicable, Indicative Quotations) for the Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation (as applicable) 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 (or, if applicable, Indicative 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 (or, if Indicative Quotations are applicable, three Indicative Quotations) 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 (or, if Indicative Quotations are applicable, three Indicative Quotations). If either or both parties are able to obtain two or more Full Quotations or a Weighted Average Quotation (or, if Indicative Quotations are applicable, three Indicative Quotations) on the same Business Day within an additional five Business Days, the Calculation Agent shall use all such Full Quotations or Weighted Average Quotations (or, if applicable, Indicative 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 (or, if Indicative Quotations are applicable, three Indicative Quotations) 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 (or, if applicable, Indicative Quotations) for the Undeliverable Loan Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable Obligation (as applicable) 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 (or, if applicable, Indicative Quotations) were not obtained on such day.
- (iii) All Quotations shall be obtained in accordance with the specification or determination made pursuant to Section 3.12 (Accrued Interest);
- (l) “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 Loan Obligation equal to the Quotation Amount, which reflects such Dealer’s reasonable assessment of the price of such Undeliverable Loan Obligation based on such factors as such Dealer may consider relevant, which may include historical prices and recovery rates; and
- (m) Indicative Quotations shall be applicable under Section 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 9.1 (Partial Cash Settlement Due to Impossibility or Illegality).
Section 9.7 Buy-in of Bonds Not Delivered. At any time after the date that is five Business Days after the Physical Settlement Date, if Buyer has not Delivered any Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, that are Bonds (other than any Bond which (i) is a Prior Deliverable Obligation or a Package Observable Bond which Buyer has notified Seller it intends to Deliver an Asset Package in lieu thereof, or (ii) forms part of an Asset Package which Buyer has notified Seller it intends to Deliver), Seller may exercise a right to close out all or a portion of the Credit Derivative Transaction by the purchase of such Bonds under the terms of Section 9.7 (a “buy-in”), unless such failure to Deliver is due to an event described in Section 9.1 (Partial Cash Settlement Due to Impossibility or Illegality) (in which case Section 9.1 (Partial Cash Settlement Due to Impossibility or Illegality) shall apply). Seller will provide Buyer two or more Business Days’ notice (which may be provided prior to the expiration of the five Business Day period after the Physical Settlement Date) of its intention to buy-in (a “Buy-in Notice”), specifying the date of the anticipated buy-in (the “[[Buy-in Date - Credit Derivatives Provision|Buy-in Date]]”), the Bonds to be subject to the buy-in (to the extent not Delivered prior to the Buy-in Date, the “Relevant Bonds”) and the Outstanding Principal Balance thereof sought to be bought-in.
On the Buy-in Date, Seller shall attempt to obtain from five or more Dealers firm quotations for the sale (“[[Buy-in Offers - Credit Derivatives Provision|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 “[[Buy-in Price - Credit Derivatives Provision|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 “[[Buy-in Period - Credit Derivatives Provision|Buy-in Period]]”). Seller will conduct the buy-in in a commercially reasonable manner and in accordance with the procedures set forth herein.
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.
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.
Unless otherwise agreed by Buyer and Seller, Section 9.7 shall replace any otherwise applicable buy-in rules.
Section 9.8 Alternative Procedures Relating to Loans Not Delivered. If Buyer has not Delivered any Deliverable Obligations specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, that are Loans (other than any Loan which (i) is a Prior Deliverable Obligation which Buyer has notified Seller it intends to Deliver an Asset Package in lieu thereof, or (ii) forms part of an Asset Package which Buyer has notified Seller it intends to Deliver) on or prior to the date that is five Business Days after the Physical Settlement Date (the “Loan Alternative Procedure Start Date”), the following provisions shall apply unless (a) “Reference Obligation Only” has been specified as the Deliverable Obligation Category in the related Confirmation, (b) in the case of a Consent Required Loan, “Partial Cash Settlement of Consent Required Loans” is specified as applicable in the related Confirmation (in which case Section 9.2 (Partial Cash Settlement of Consent Required Loans) shall apply), (c) in the case of an Assignable Loan, “Partial Cash Settlement of Assignable Loans” is specified as applicable in the related Confirmation (in which case Section 9.3 (Partial Cash Settlement of Assignable Loans) shall apply), (d) in the case of a Direct Loan Participation, “Partial Cash Settlement of Participations” is specified as applicable in the related Confirmation (in which case Section 9.4 (Partial Cash Settlement of Participations) shall apply), or (e) in any case, such failure to Deliver is due to an event described in Section 9.1 (Partial Cash Settlement Due to Impossibility or Illegality) (in which case Section 9.1 (Partial Cash Settlement Due to Impossibility or Illegality) shall apply):
- (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 3.31 (Mod R) or 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).
- (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 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.
Section 9.9 Alternative Procedures Relating to Assets Not Delivered. If and to the extent that Delivery of the Prior Deliverable Obligation or Package Observable Bond has not been satisfied by Delivery of the Assets which form part of the Asset Package which Buyer has notified Seller that it intends to Deliver in lieu of the Prior Deliverable Obligation or Package Observable Bond specified in the Notice of Physical Settlement or any NOPS Amendment Notice, as applicable, in the correct proportion, on or prior to the date that is five Business Days after the Physical Settlement Date, Seller may require Buyer to Deliver instead any other Deliverable Obligation selected by Seller and having on both the Physical Settlement Date and the Delivery Date each of the Deliverable Obligation Characteristics, if any, specified in the related Confirmation and otherwise satisfying the requirements to constitute a Deliverable Obligation (and such Deliverable Obligation 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 Deliverable Obligation to Buyer at a price (expressed as a percentage) less than the Reference Price and (b) such Deliverable Obligation may be further Delivered by Buyer to Seller without the consent of any person being required.
Section 9.10 Cap on Settlement. If “[[60 Business Day Cap on Settlement - Credit Derivatives Provision|60 Business Day Cap on Settlement]]” is specified as applicable in the related Confirmation and the Termination Date has not occurred on or prior to the date that is sixty Business Days following the Physical Settlement Date, notwithstanding Sections 9.7 (Buy-in of Bonds Not Delivered) 9.8 (Alternative Procedures Relating to Loans Not Delivered) and 9.9 (Alternative Procedures Relating to Assets Not Delivered) and without prejudice to Sections 9.1 (Partial Cash Settlement Due to Impossibility or Illegality), 9.2 (Partial Cash Settlement of Consent Required Loans), 9.3 (Partial Cash Settlement of Assignable Loans) and 9.4 (Partial Cash Settlement of Participations), such sixtieth Business Day shall be deemed to be the Termination Date with respect to the Credit Derivative Transaction except in relation to any portion of such Credit Derivative Transaction (an “Affected Portion”) in respect of which:
- (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
- (b) Buyer has purchased but not Delivered Deliverable Obligations validly specified by Seller pursuant to Sections 9.8(ii) (Alternative Procedures Relating to Loans Not Delivered) or 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.
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