Common use of Collateral Maintenance and Administration Clause in Contracts

Collateral Maintenance and Administration. (a) Secured Party is entitled to withhold any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof (“Taxes”) required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation establishing a complete exemption from withholding, on payments to, or proceeds and payments realized from, the Collateral. Subject to the terms of Confirmation, promptly upon written demand of Secured Party, Grantor shall pay to and indemnify Secured Party (including, for the purposes of this paragraph, any of its Affiliates) against the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or distribution with respect to the Collateral (unless such income is earned and properly attributed to the periods during which such Collateral is no longer beneficially owned by Grantor), (y) any proceeds or income from the sale, loan or other transfer of any Collateral upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or at the direction of Grantor or to free any Collateral from any Lien thereon (other than Permitted Liens) or (z) payments of dividends, interest or other distributions into the Collateral Account under the pledge (including Taxes under 871(m) of the Code or other similar provision of any tax law of any applicable jurisdiction)). For the avoidance of doubt, any such applicable Taxes shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Master Agreement and, accordingly, for the avoidance of doubt, any proceeds or other amounts paid or credited to Grantor shall be net of any such applicable Taxes. Notwithstanding anything to the contrary elsewhere in the Confirmation or herein (but, for the avoidance of doubt, without duplication, without impairment to Secured Party’s ability to make adjustments, or receive any amounts owed to it, under the Master Confirmation or any Confirmation with respect to any distributions on a gross basis), all payments and all deliveries of Collateral, or income or distributions in respect of Collateral or otherwise paid into the Collateral Account pursuant to this Security Agreement, pursuant to the Master Confirmation, any Confirmation or this Security Agreement shall be calculated net of any and all present or future Taxes in respect thereof. For the avoidance of doubt, this provision does not apply to Taxes imposed on Secured Party on income earned and properly attributed to the periods during which Collateral is no longer beneficially owned by Grantor in Secured Party’s capacity as beneficial owner of any assets formerly held as Collateral should Secured Party acquire such assets from Grantor subsequent to an enforcement. (b) Unless specified otherwise in an applicable Confirmation, the parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder the parties shall make any U.S. Federal and state tax reportings and filings based on treating the Grantor as the owner of the Collateral. (c) Unless a Potential Event of Default with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date has been designated, Grantor shall have the right to exercise all voting and consensual powers pertaining to the Collateral (other than any Collateral that has been Rehypothecated (such Collateral, “Rehypothecated Collateral”)) for any purpose not inconsistent with the terms of the Master Confirmation or this Agreement. To the extent consistent with the foregoing, the Secured Party agrees to give instructions under the Control Agreement to the extent necessary in connection with such exercise of voting and consensual powers. (d) Grantor shall cause Collateral to be posted to accounts designated by Secured Party (which shall initially be the Collateral Account), as and when, and in the manner, required under the Confirmation. In the case of Collateral Shares, Grantor shall cause such Collateral Shares to be transferred to Custodian through the facilities of The Depository Trust Company or its successor (the “DTC”) and credited to the Collateral Account, as and when, and in the manner required, under the Confirmation; provided that in the case of delivery of the aggregate Number of Shares for all Components for a Transaction (the “Base Number”) pursuant to Section 4(f) of the Master Confirmation, such delivery shall be made pursuant to this paragraph (d). (e) Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use only in connection with the Transaction (“Rehypothecate”) any Collateral it holds, that is used to establish, maintain or re-establish its commercially reasonable short hedge position with respect to the Transaction or Transactions, free from any claim or right of any nature whatsoever of Grantor, including any equity or right of redemption by Grantor; provided that nothing in this clause shall limit Secured Party’s remedies hereunder following an Enforcement Event (as defined below). Secured Party shall satisfy any obligation it may have to return any Rehypothecated Collateral to Grantor by delivering securities of the same class and issue as such Rehypothecated Collateral in the applicable amount.

Collateral Maintenance and Administration. (a) Secured Party is entitled to withhold any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof (“Taxes”) required of any payments to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation establishing a complete exemption from withholding, on payments toGrantor, or proceeds and payments realized from, the CollateralCollateral (“Taxes”). Subject to the terms of any Confirmation, promptly upon written demand of Secured Party, Grantor shall pay to and indemnify Secured Party (includingand, for the purposes of this paragraph, including any of its Affiliates) against the amount of any Taxes that Secured Party or such Affiliate may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or any distribution with respect to the Collateral (unless such income is earned and properly attributed to the periods during which such Collateral is no longer beneficially owned by Grantor), (y) any proceeds or income from the sale, loan or other transfer of any Collateral upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or at the direction of Grantor or to free any Collateral from any Lien thereon (other than Permitted Liens) or (z) payments of dividends, interest or other distributions into the Collateral Account under the pledge (including Taxes under 871(m) of the U.S. Internal Revenue Code or other similar provision of any tax law of any applicable jurisdiction)). For the avoidance of doubt, any such applicable Taxes shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Master Agreement and, accordingly, for the avoidance of doubt, any proceeds or other amounts paid or credited to Grantor shall be net of any such applicable TaxesTaxes to the extent paid, payable, or required to be withheld from, by Secured Party. Notwithstanding anything to the contrary elsewhere in the a Confirmation or herein (but, for the avoidance of doubt, without duplication, without impairment to Secured Party’s ability to make adjustments, or receive any amounts owed to it, under the Master Confirmation or any Confirmation with respect to any distributions on a gross basis), all payments and all deliveries of Collateral, or income or distributions in respect of Collateral or otherwise paid into the Collateral Account pursuant to this Security Agreement, pursuant to the Master Confirmation, any Confirmation or this Security Agreement shall be calculated net of any and all present or future Taxes in respect thereofthereof to the extent such Taxes are withheld from such payments, deliveries, or income or distributions, or paid or payable by Secured Party. For the avoidance of doubt, this provision does not apply to Taxes imposed on Secured Party on income earned and properly attributed to the periods during which Collateral is no longer beneficially owned by Grantor in Secured Party’s its capacity as beneficial owner of any assets formerly held as Collateral should Secured Party acquire such assets from Grantor subsequent to an enforcement. (b) Unless specified otherwise in an applicable Confirmation, the parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder the parties shall make any U.S. Federal and state tax reportings and filings based on treating the Grantor as the owner of the Collateral. (c) Unless a Potential Event of Default with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date has been designated, Grantor shall have the right to exercise all voting and consensual powers pertaining to the Collateral (other than any Collateral that has been Rehypothecated (such Collateral, “Rehypothecated Collateral”)) for any purpose not inconsistent with the terms of the Master Confirmation or this Security Agreement. To the extent consistent with the foregoing, the Secured Party agrees to give instructions under the Control Agreement to the extent necessary in connection with such exercise of voting and consensual powers. (d) Grantor shall cause Collateral to be posted to accounts designated by Secured Party (which shall initially be the Collateral Account), as and when, and in the manner, required under the Confirmation. In the case of Relevant Collateral Shares, Grantor shall cause such Relevant Collateral Shares to be transferred to Custodian through the facilities of The Depository Trust Company or its successor (the “DTC”) and credited to the Collateral Account, as and when, and in the manner required, under the Confirmation; provided that in the case of delivery of the aggregate Number of Shares for all Components for a Transaction (the “Base Number”) pursuant to Section 4(f) of the Master Confirmation, such delivery shall be made pursuant to this paragraph (d). (e) Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use only in connection with the Transaction Transactions (“Rehypothecate”) any Collateral it holds, that is used to establish, maintain or re-establish its commercially reasonable short hedge position with respect to the Transaction or Transactions, free from any claim or right of any nature whatsoever of Grantor, including any equity or right of redemption by Grantor; provided that nothing in this clause shall limit Secured Party’s remedies hereunder following an Enforcement Event (as defined below). Secured Party shall satisfy any obligation it may have to return any Rehypothecated Collateral to Grantor by delivering securities of the same class and issue as such Rehypothecated Collateral in the applicable amount.

Collateral Maintenance and Administration. (a) The Security Agent and each Secured Party is entitled to withhold any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof (“Taxes”) Taxes required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation establishing a complete exemption from withholdingdocumentation, on payments to, or proceeds and payments realized from, the Collateral. Subject to the terms of Confirmation, promptly Promptly upon written demand of the Security Agent or any Secured Party, Grantor shall pay to and indemnify the Security Agent or such Secured Party (including, for including by the purposes of this paragraph, any of its AffiliatesSecurity Agent or such Secured Party setting off amounts due against the Collateral) against the amount of any Taxes that the Security Agent or such Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or distribution with respect to the Collateral (unless such income is earned and properly attributed to the periods during which such Collateral is no longer beneficially owned by Grantor)Collateral, (y) any proceeds or income from the sale, loan or other transfer of any Collateral upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or at the direction of Grantor Collateral) or to free any Collateral from any Lien Security thereon (other than Permitted Liens) Security), or (z) payments any withholding Tax paid by the Security Agent or such Secured Party on behalf of dividends, interest or other distributions into the Collateral Account under the pledge (including Taxes under 871(m) of the Code or other similar provision of any tax law of any applicable jurisdiction)). For the avoidance of doubt, any such applicable Taxes shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Master Agreement and, accordingly, for the avoidance of doubt, any proceeds or other amounts paid or credited to Grantor shall be net of any such applicable TaxesGrantor. Notwithstanding anything to the contrary elsewhere in the Confirmation Margin Loan Agreement or herein (but, for the avoidance of doubt, without duplication, without impairment to Secured Party’s ability to make adjustments, or receive any amounts owed to it, under the Master Confirmation or any Confirmation with respect to any distributions on a gross basis)herein, all payments and all deliveries of Collateral, or income or distributions in respect of Collateral or otherwise paid into the Collateral Account pursuant to this Security AgreementCollateral, pursuant to the Master Confirmation, any Confirmation or this Security Margin Loan Agreement shall be calculated net of any and all present or future Taxes in respect thereof. For the avoidance of doubt, this provision does not apply to (i) Taxes imposed on the Security Agent or such Secured Party on income earned and properly attributed to the periods during which Collateral is no longer beneficially owned by Grantor in Secured Party’s its capacity as beneficial owner of any assets formerly held as Collateral should the Security Agent or such Secured Party acquire such assets from Grantor subsequent to an enforcement. Grantor, or (bii) Unless specified otherwise in an applicable ConfirmationOther Connection Taxes imposed on the Security Agent or such Secured Party, other than, for the parties hereto agree avoidance of doubt, any such Taxes that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder the parties shall make any U.S. Federal and state tax reportings and filings based on treating the Grantor as the owner apply by reason of the Collateral. security interest granted herein (c) Unless a Potential Event of Default including but not limited to any Taxes with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party (x) income earned or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date has been designated, Grantor shall have the right to exercise all voting and consensual powers pertaining to the Collateral (other than any Collateral that has been Rehypothecated (such Collateral, “Rehypothecated Collateral”)) for any purpose not inconsistent with the terms of the Master Confirmation or this Agreement. To the extent consistent with the foregoing, the Secured Party agrees to give instructions under the Control Agreement to the extent necessary in connection with such exercise of voting and consensual powers. (d) Grantor shall cause Collateral to be posted to accounts designated by Secured Party (which shall initially be the Collateral Account), as and when, and in the manner, required under the Confirmation. In the case of Collateral Shares, Grantor shall cause such Collateral Shares to be transferred to Custodian through the facilities of The Depository Trust Company or its successor (the “DTC”) and credited to the Collateral Account, as and when, and in the manner required, under the Confirmation; provided that in the case of delivery of the aggregate Number of Shares for all Components for a Transaction (the “Base Number”) pursuant to Section 4(f) of the Master Confirmation, such delivery shall be made pursuant to this paragraph (d). (e) Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use only in connection with the Transaction (“Rehypothecate”) any Collateral it holds, that is used to establish, maintain or re-establish its commercially reasonable short hedge position distribution with respect to the Transaction Collateral or Transactions(y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any claim Security thereon (other than Permitted Security). As used herein, the term “Other Connection Tax” means, with respect to the Security Agent or right of any nature whatsoever of Grantor, including any equity or right of redemption by Grantor; provided that nothing in this clause shall limit such Secured Party’s remedies hereunder following an Enforcement Event (, Taxes imposed as defined below). a result of a present or former connection between the Security Agent or such Secured Party shall satisfy and the jurisdiction imposing such Tax (other than connections arising from the Security Agent or such Secured Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any obligation it may have other transaction pursuant to return or enforced any Rehypothecated Collateral to Grantor by delivering securities of the same class and issue as such Rehypothecated Collateral Finance Document, or sold or assigned an interest in the applicable amountany loan or Finance Document).

Collateral Maintenance and Administration. (a) The Security Agent and each Secured Party is entitled to withhold any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof (“Taxes”) Taxes required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation establishing a complete exemption from withholdingdocumentation, on payments to, or proceeds and payments realized from, the Collateral. Subject to the terms of Confirmation, promptly Promptly upon written demand of the Security Agent or any Secured Party, Grantor shall pay to and indemnify the Security Agent or such Secured Party (including, for including by the purposes of this paragraph, any of its AffiliatesSecurity Agent or such Secured Party setting off amounts due against the Collateral) against the amount of any Taxes that the Security Agent or such Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or distribution with respect to the Collateral (unless such income is earned and properly attributed to the periods during which such Collateral is no longer beneficially owned by Grantor)Collateral, (y) any proceeds or income from the sale, loan or other transfer of any Collateral upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or at the direction of Grantor Collateral) or to free any Collateral from any Lien Security thereon (other than Permitted Liens) Security), or (z) payments any withholding Tax paid by the Security Agent or such Secured Party on behalf of dividends, interest or other distributions into the Collateral Account under the pledge (including Taxes under 871(m) of the Code or other similar provision of any tax law of any applicable jurisdiction)). For the avoidance of doubt, any such applicable Taxes shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Master Agreement and, accordingly, for the avoidance of doubt, any proceeds or other amounts paid or credited to Grantor shall be net of any such applicable TaxesGrantor. Notwithstanding anything to the contrary elsewhere in the Confirmation Loan Agreement or herein (but, for the avoidance of doubt, without duplication, without impairment to Secured Party’s ability to make adjustments, or receive any amounts owed to it, under the Master Confirmation or any Confirmation with respect to any distributions on a gross basis)herein, all payments and all deliveries of Collateral, or income or distributions in respect of Collateral or otherwise paid into the Collateral Account pursuant to this Security AgreementCollateral, pursuant to the Master Confirmation, any Confirmation or this Security Loan Agreement shall be calculated net of any and all present or future Taxes in respect thereof. For the avoidance of doubt, this provision does not apply to (i) Taxes imposed on the Security Agent or such Secured Party on income earned and properly attributed to the periods during which Collateral is no longer beneficially owned by Grantor in Secured Party’s its capacity as beneficial owner of any assets formerly held as Collateral should the Security Agent or such Secured Party acquire such assets from Grantor subsequent to an enforcement. Grantor, or (bii) Unless specified otherwise in an applicable ConfirmationOther Connection Taxes imposed on the Security Agent or such Secured Party, other than, for the parties hereto agree avoidance of doubt, any such Taxes that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder the parties shall make any U.S. Federal and state tax reportings and filings based on treating the Grantor as the owner apply by reason of the Collateral. security interest granted herein (c) Unless a Potential Event of Default including but not limited to any Taxes with respect to Grantor, an Event of Default with respect to Grantor as the Defaulting Party (x) income earned or a Termination Event with respect to Grantor as sole Affected Party has occurred and is continuing or an Early Termination Date has been designated, Grantor shall have the right to exercise all voting and consensual powers pertaining to the Collateral (other than any Collateral that has been Rehypothecated (such Collateral, “Rehypothecated Collateral”)) for any purpose not inconsistent with the terms of the Master Confirmation or this Agreement. To the extent consistent with the foregoing, the Secured Party agrees to give instructions under the Control Agreement to the extent necessary in connection with such exercise of voting and consensual powers. (d) Grantor shall cause Collateral to be posted to accounts designated by Secured Party (which shall initially be the Collateral Account), as and when, and in the manner, required under the Confirmation. In the case of Collateral Shares, Grantor shall cause such Collateral Shares to be transferred to Custodian through the facilities of The Depository Trust Company or its successor (the “DTC”) and credited to the Collateral Account, as and when, and in the manner required, under the Confirmation; provided that in the case of delivery of the aggregate Number of Shares for all Components for a Transaction (the “Base Number”) pursuant to Section 4(f) of the Master Confirmation, such delivery shall be made pursuant to this paragraph (d). (e) Secured Party shall have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use only in connection with the Transaction (“Rehypothecate”) any Collateral it holds, that is used to establish, maintain or re-establish its commercially reasonable short hedge position distribution with respect to the Transaction Collateral or Transactions(y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any claim Security thereon (other than Permitted Security). As used herein, the term “Other Connection Tax” means, with respect to the Security Agent or right of any nature whatsoever of Grantor, including any equity or right of redemption by Grantor; provided that nothing in this clause shall limit such Secured Party’s remedies hereunder following an Enforcement Event (, Taxes imposed as defined below). a result of a present or former connection between the Security Agent or such Secured Party shall satisfy and the jurisdiction imposing such Tax (other than connections arising the Security Agent or such Secured Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any obligation it may have other transaction pursuant to return or enforced any Rehypothecated Collateral to Grantor by delivering securities of the same class and issue as such Rehypothecated Collateral Finance Document, or sold or assigned an interest in the applicable amountany loan or Finance Document).