“
Market Quotation” means, with respect to one or more
Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from
Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing
Credit Support Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the “
Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable
condition precedent) by the parties under Section
2(a)(i) in respect of such Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the relevant
Early Termination Date, have been required after that date. For this purpose,
Unpaid Amounts in respect of the Terminated Transaction or
group of
Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant
Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that
Early Termination Date is to be included. The
Replacement Transaction would be subject to such documentation as such party and the
Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant
Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section
6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the
Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the
Market Quotation in respect of such
Terminated Transaction or group of
Terminated Transactions cannot be determined.