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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices
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a claim in respect thereof against an indemnifying Member, notify the indemnifying Member in writing of the commencement thereof; provided, however, that the failure to so notify the indemnifying Member will only relieve the indemnifying Member from any liability which it may have to any Member Indemnified Party to the extent such indemnifying Member is actually prejudiced by such failure. In case any such action is brought against any Member Indemnified Party and it promptly notifies an indemnifying Member of the commencement thereof, the indemnifying Member will be entitled to participate in, and, to the extent that it elects jointly with any other indemnifying Member similarly notified, to assume and control the defense thereof with counsel chosen by it. After notice from the indemnifying Member of its election to assume the defense thereof, the indemnifying Member will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by such Member Indemnified Party in connection with the defense thereof but the Member Indemnified Party may, at its own expense, participate in such defense by counsel chosen by it without, however, impairing the indemnifying Members control of the defense. If the indemnifying Member has assumed the defense in accordance with the terms hereof, the indemnifying Member may enter into a settlement or consent to any judgment without the prior written consent of the Member Indemnified Party if i such settlement or judgment involves monetary damages only, all of which will be fully paid by the indemnifying Member and without admission of fault or culpability on behalf of any Member Indemnified Party, and ii a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Member Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Member Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim which consent shall not be unreasonably withheld, delayed, or conditioned.
Section 5.5 Operational Issues.
a Each Member shall be responsible for collecting and validating quotes and last sale reports within its own system prior to transmitting this data to the Processors.
b Each Member may utilize a dedicated Member line into the Processors to transmit Transaction Reports and Quotation Information to the Processors.
c Whenever a Member determines that a level of trading activity or other unusual market conditions prevent it from collecting and transmitting Transaction Reports or Quotation Information to the Processor, or where a trading halt or suspension in an Eligible Security is in effect in its Market, the Member shall promptly notify the Processors of such condition or event and shall resume collecting and transmitting Transaction Reports and Quotation Information to it as soon as the condition or event is terminated.
In the event of a system malfunction resulting in the inability of a Member or its
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members to transmit Transaction Reports or Quotation Information to the Processors, the Member shall promptly notify the Processors of such event or condition. Upon receiving such notification, the Processors shall take appropriate action, including either closing the quotation or purging the system of the affected quotations.
Article VI.
THE ADMINISTRATOR
Section 6.1 General Functions of the Administrator.
Subject to the general direction of the Operating Committee, as more fully set forth in the agreement entered into between the Company and the Administrator the Administrative Services Agreement, the Administrator shall perform administrative functions on behalf of the Company including recordkeeping; administering Vendor and Subscriber contracts;
administering Fees, including billing, collection, and auditing of Vendors and Subscribers; administering Distributions; tax functions of the Company; and the preparation of the Companys audited financial reports.
Section 6.2 Independence of the Administrator.
The Administrator may not be owned or controlled by a corporate entity that, either directly or via another subsidiary, offers for sale its own PDP.
Section 6.23 Evaluation of the Administrator.
The Administrators performance of its functions under the Administrative Services Agreement shall be subject to review at any time as determined by an affirmative vote of the Operating Committee pursuant to Section 4.3; provided, however, that a review shall be conducted at least once every two calendar years but not more frequently than once each calendar year unless the Administrator has materially defaulted in its obligations under the Administrative Services Agreement and such default has not been cured within the applicable cure period set forth in the Administrative Services Agreement, in which event such limitation shall not apply. The Operating Committee shall appoint a subcommittee or other Persons to conduct the review. The Company shall require the reviewer to provide the Operating Committee with a written report of its findings and to make recommendations if necessary, including with respect to the continuing operation of the Administrator. The Administrator shall be required to assist and participate in such review. The Operating Committee shall notify the Commission of any recommendations it may approve as a result of the review of the Administrator and shall supply the Commission with a copy of any reports that may be prepared in connection therewith.
Section 6.34 Process for Selecting New Administrator Prior to the Operative Date, upon the termination or withdrawal of the Administrator, or upon the expiration of the Administrative Services Agreement, the
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Operating Committee shall establish procedures for selecting a new Administrator the Administrator Selection Procedures.
The Administrator selected by the Operating Committee may not be owned or controlled by a corporate entity that, either directly or via another subsidiary, offers for sale its own PDP. The Operating Committee, as part of the process of establishing Administrator Selection Procedures, may solicit and consider the timely comment of any entity affected by the operation of this Agreement.
The Administrator Selection Procedures shall be established by the Voting RepresentativesOperating Committee pursuant to Section 4.3, and shall set forth, at a minimum:
a the entity that will:
i draft the Operating Committees request for proposal for bids on a new Administrator;
ii assist the Operating Committee in evaluating bids for the new Administrator;
and iii otherwise provide assistance and guidance to the Operating Committee in the selection process.
b the minimum technical and operational requirements to be fulfilled by the Administrator;
c the criteria to be considered in selecting the Administrator; and d the entities other than Voting Representatives that are eligible to comment on the selection of the Administrator.
Article VII.
REGULATORY MATTERS
Section 7.1 Regulatory and Operational Halts.
a Operational Halts. A Member shall notify the Processors if it has concerns about its ability to collect and transmit quotes, orders, or last sale prices, or where it has declared an Operational Halt or suspension of trading in one or more Eligible Securities, pursuant to the procedures adopted by the Operating Committee.
b Regulatory Halts.
i The Primary Listing Market may declare a Regulatory Halt in trading for any security for which it is the Primary Listing Market:
A as provided for in the rules of the Primary Listing Market;
B if it determines there is a SIP Outage, Material SIP Latency, or Extraordinary Market Activity; or C in the event of national, regional, or localized disruption that necessitates a Regulatory Halt to maintain a fair and orderly market.
ii In making a determination to declare a Regulatory Halt under subparagraph bi, the Primary Listing Market will consider the totality of information available concerning the severity of the issue, its likely duration, and potential impact on Member Firms and other market participants and will make a good-faith determination that the criteria of subparagraph bi have been satisfied and that a Regulatory Halt is appropriate. The Primary Listing Market will consult, if feasible, with the affected Trading Centers, the other Members, or the Processors, as applicable, regarding the scope of the issue and what steps are being taken to address the
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