Common use of Collateral Provisions Clause in Contracts

Collateral Provisions. A. If the Companies fail to deliver an effective resale registration statement within 60 days of a written request by UBS for the Companies to deliver of an effective resale registration statement, then until an effective resale registration statement is provided and an Interim Net Stock Settlement can be effected, the Companies shall deliver Cash Collateral in an amount equal to the Interim Settlement Amount to UBS. If Cash Collateral is delivered pursuant to this Section V.A., then until an Interim net Settlement can be effected or the transaction is settled on a Physical Settlement basis or a registration statement becomes effective, the Interim Settlement Amount shall be recalculated and the amount of Cash Collateral shall be adjusted to equal such recalculated Interim Settlement Amount on a biweekly (every 2 weeks) basis. B. In the event that the Companies do not deliver Paired Shares pursuant to Section IV. for one or more of the reasons described in the provision at the end of such paragraph, then, unless Cash Collateral has been delivered pursuant to Section V.A. above, the Companies shall deliver Cash Collateral in an amount equal to the Interim Settlement Amount to a Cash Collateral Account at UBS. C. If the Companies have delivered Cash Collateral to UBS pursuant to Sections V.A. or V.B. above, at the Companies' option, the Companies may deliver freely salable registered Paired Shares to UBS equal in saleable market value, based on closing market prices on the Exchange Trading Day prior to such delivery, to the value of the Cash Collateral held in the Cash Collateral Account at UBS. Prior to the next Interim Settlement Date, if on any five consecutive Business Days the Market Price of the Paired Shares closes above the Forward Price as of the prior Reset Date, UBS shall deliver all cash collateral held, to the Companies. On FORWARD STOCK CONTRACT the day after such Exchange Trading Date, UBS shall release all claims to Cash Collateral held in the Cash Collateral Account and deliver such amounts to the Companies. On any subsequent Interim Settlement Date, if Cash Collateral is held by UBS, UBS shall deliver to the Companies within five (5) Business Days after such Interim Settlement Date, the amount by which the amount of Cash Collateral exceeds the Interim Settlement Amount.

Collateral Provisions. A. If the Companies fail Company fails to deliver an effective resale registration statement within 60 90 days of a written request by UBS for the Companies to deliver of an effective resale registration statementTrade Date, then until an effective resale registration statement is provided and an Interim Net Stock Settlement can be effected, the Companies Company shall deliver Cash Collateral in an amount equal to the Interim Settlement Amount to UBS. If Cash Collateral is delivered pursuant to this Section V.A., then until an Interim net Net Settlement can be effected or the transaction is settled on a Physical Cash Settlement basis or a registration statement becomes effective, the Interim Settlement Amount shall be recalculated and the amount of Cash Collateral shall be adjusted to equal such recalculated Interim Settlement Amount on a biweekly (every 2 weeks) basis. B. In the event that the Companies do Company does not deliver Paired Shares pursuant to Section Paragraph IV. for one or more of the reasons described in the provision at the end of such paragraph, then, unless Cash Collateral has been delivered pursuant to Section V.A. above, the Companies Company shall deliver Cash Collateral in an amount equal to the Interim Settlement Amount to a Cash Collateral Account at UBS. C. If the Companies have Company has delivered Cash Collateral to UBS pursuant to Sections V.A. paragraphs A. or V.B. B. above, at the Companies' Company's option, the Companies Company may deliver freely salable saleable registered Paired Shares to UBS equal in saleable market value, based on closing market prices on the Exchange Trading Day prior to such delivery, to the value of the Cash Collateral held in the Cash Collateral Account at UBS. Prior to the next Interim Settlement Date, if on any five consecutive Business Days the Market Price of the Paired Shares closes above the Forward Price as of the prior Reset Date, UBS shall deliver all cash collateral held, to the Companies. On FORWARD STOCK CONTRACT the day after such Exchange Trading DateDay, UBS shall release all claims to Cash Collateral held in the Cash Collateral Account and deliver such amounts to the CompaniesCompany. On any subsequent Interim Settlement Date, if Cash Collateral is held by UBS, UBS shall deliver to the Companies Company within five (5) 5 Business Days after such Interim Settlement Date, the amount by which the amount of Cash Collateral exceeds the Interim Settlement Amount.

Collateral Provisions. A. If the Companies fail Company fails to deliver an effective resale registration statement within 60 90 days of a written request by UBS for the Companies to deliver of an effective resale registration statementTrade Date, then until an effective resale registration statement is provided and an Interim Net Stock Settlement can be effected, the Companies Company shall deliver Cash Collateral to a Cash Collateral Account at UBS in an amount equal to the any Interim Settlement Amount due to UBS. If Cash Collateral is delivered pursuant to this Section V.A., then until an Interim net Net Settlement can be effected or the transaction is settled on a Physical Settlement basis or a registration statement becomes effective, the Interim Settlement Amount shall be recalculated twice per month thereafter (each such date being a Collateral Adjustment Date) until an effective resale registration statement is delivered and the amount of Cash Collateral shall be adjusted to equal such recalculated Interim Settlement Amount on a biweekly (every 2 weeks) basisAmount. B. In the event that the Companies do Company does not deliver Paired Common Shares pursuant to Section Paragraph IV. for one or more of the reasons described in the provision at the end of such paragraph, then, unless Cash Collateral has been delivered pursuant to Section V.A. above, the Companies Company shall deliver Cash Collateral in an amount equal to the Interim Settlement Amount to a Cash Collateral Account at UBSUBS as promptly as practicable, but not later than the Business Day following the fifth (5th) Exchange Trading Day after the applicable Interim Settlement Date. C. If the Companies have Company has delivered Cash Collateral to UBS pursuant to Sections V.A. paragraphs A. or V.B. B. above, at the Companies' Company's option, the Companies Company may deliver freely salable saleable registered Paired Common Shares to UBS equal in saleable market value, based on closing market sale prices of Common Shares on the Relevant Exchange on the Exchange Trading Day prior to such delivery, to the value of the Cash Collateral held in the Cash Collateral Account at UBS. Prior to Simultaneously with the next Interim Settlement Date, if on any five consecutive Business Days the Market Price delivery of the Paired Shares closes above the Forward Price as of the prior Reset Date, UBS shall deliver all cash collateral held, to the Companies. On FORWARD STOCK CONTRACT the day after such Exchange Trading DateCommon Shares, UBS shall release all claims to Cash Collateral held in the Cash Collateral Account and deliver such amounts to the CompaniesCompany by 11:00 a.m. on the second (2nd) subsequent Exchange Trading Day. On any subsequent Interim Settlement Date, if Cash Collateral is held by UBS, UBS shall deliver to the Companies within five Company by 11:00 a.m. on the second (52nd) Business Days subsequent Exchange Trading Day after such Interim Settlement Date, the amount by which the amount of Cash Collateral exceeds the Interim Settlement Amount.

Collateral Provisions. A. If the Companies fail to deliver an make effective a resale registration statement as described in Section III.A.4 within 60 days of a written request by UBS for the Companies to deliver of an effective resale registration statementPurchaser, then until an effective such a resale registration statement is provided and an Interim Net Stock Settlement can be effectedhas become effective, the Companies shall deliver Cash Collateral United States Treasury Notes, with a maturity of three months or less, that are held through the Treasury/Reserve Automated Debt Entry System ("Treasury Notes") in an aggregate principal amount equal to the Interim Settlement Amount (calculated as if such 60th day were an Interim Settlement Date) to UBSthe Purchaser. If Cash Collateral is Treasury Notes are delivered pursuant to this Section V.A., then until the date Paired Shares could be delivered in connection with an Interim net Net Stock Settlement can be effected (if such date were an Interim Settlement Date) or the transaction Transaction is settled on a Physical Settlement basis or a registration statement becomes effectivebasis, the Interim Settlement Amount shall be recalculated and the aggregate principal amount of Cash Collateral Treasury Notes required to be delivered shall be adjusted (and additional Treasury Notes shall be delivered to the Bank and excess Treasury Notes shall be returned to the Companies as necessary) to equal such recalculated Interim Settlement Amount on a biweekly (every 2 weeks) basis, with the Interim Settlement Amount calculated as if the last day of such biweekly period were an Interim Settlement Date. B. In the event that the Companies do not deliver Paired Shares pursuant to Section IV. for one or more of the reasons described in the provision at the end of such paragraph, then, unless Cash Collateral has Treasury Notes have been delivered pursuant to Section V.A. above, the Companies shall deliver Cash Collateral Treasury Notes in an amount equal to the Interim Settlement Amount to a Cash Collateral Account at UBSthe Purchaser. C. If the Companies have delivered Cash Collateral Treasury Notes to UBS the Purchaser pursuant to Sections V.A. or V.B. above, at the Companies' option, the Companies may deliver freely salable registered Paired Shares (which Paired Shares have been registered for resale by the Purchaser (or an affiliate of the Purchaser) pursuant to UBS a registration statement as described in Section III.A.4) to the Purchaser equal in saleable Purchase Price Adjustment Mechanism market value, based on closing market prices the Daily Average Price on the Exchange Trading Day prior to such delivery, to the value aggregate principal amount of the Cash Collateral held in Treasury Notes theretofore delivered to the Cash Collateral Account at UBSPurchaser hereunder. Prior to the next Interim Settlement Date, if on any five consecutive Business Exchange Trading Days the Market Daily Average Price of the Paired Shares closes is above the Forward Price as of the prior Reset Interim Settlement Date, UBS shall deliver all cash collateral heldthe Purchaser shall, to on the Companies. On FORWARD STOCK CONTRACT the day Business Day after such fifth Exchange Trading DateDay, UBS shall release all claims to Cash Collateral held in Treasury Notes theretofore delivered to the Cash Collateral Account Purchaser and deliver such amounts Treasury Notes to the Companies. On any subsequent Interim Settlement Date, if Cash Collateral is Treasury Notes are held by UBSthe Purchaser, UBS the Purchaser shall deliver to the Companies Companies, within five (5) Business Days after such Interim Settlement Date, Treasury Notes in an aggregate principal amount equal to the amount by which the aggregate principal amount of Cash Collateral Treasury Notes held by the Purchaser exceeds the Interim Settlement Amount.

Collateral Provisions. A. If (a) Unless otherwise agreed by Borrower and Lender, Borrower shall, no later than the Companies fail Delivery Time on the second Business Day immediately following any day on which a Credit Downgrade has occurred, transfer to deliver an effective resale registration statement within 60 days of the Collateral Agent, for deposit to the Collateral Account, Collateral with a written request by UBS for the Companies to deliver of an effective resale registration statement, then until an effective resale registration statement is provided and an Interim Net Stock Settlement can be effected, the Companies shall deliver Cash Collateral in an amount Market Value at least equal to the Interim Settlement Amount Market Value of the outstanding Loaned Shares as of the close of business on the Business Day immediately preceding such transfer (any such date, a “Pledge Date”). (b) Any Collateral transferred by Borrower to UBSthe Collateral Agent shall be security for Borrower’s obligations in respect of the Loaned Shares and for any other obligations of Borrower to Lender hereunder. If Cash Borrower, on the Pledge Date, pledges with, assigns to, and grants the Collateral is delivered Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Collateral, which shall attach upon the transfer of the Loaned Shares by Lender to Borrower and which shall cease upon the transfer of the Loaned Shares by Borrower to Lender, a Credit Upgrade or upon the transfer of any such Collateral to Borrower in accordance with the terms of this Agreement. In addition to the rights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. To provide for the effectiveness, validity, perfection and priority of Lender’s rights as a secured party, Borrower acknowledges that Collateral Agent has obtained control of any financial assets included in the Collateral (or shall have obtained control upon posting of such Collateral pursuant to this the terms contained herein) within the meaning of Sections 8-106 and 9-106 of the UCC. Collateral Agent acknowledges that it has control of the Collateral (or shall have control upon posting of such collateral pursuant to the terms contained herein) on behalf of Lender within the meaning of Section V.A.8-106(d)(1) of the UCC. Notwithstanding anything to the contrary herein, then until an Interim net Settlement can be effected Lender may not use or invest the transaction is settled on a Physical Settlement basis or a registration statement becomes effective, the Interim Settlement Amount shall be recalculated Collateral and the amount Collateral Agent shall take no instruction from Lender regarding the use or investment of Cash Collateral, except that during the continuance of an Event of Default Lender may give entitlement orders to the Collateral shall be adjusted Agent with respect to equal such recalculated Interim Settlement Amount on a biweekly (every 2 weeksthe Collateral Account and the Collateral credited thereto in connection with Lender’s exercise of its remedies under Sections 11(c)(ii) basisand 11(c)(iii). B. In (c) Borrower agrees, that if so requested by the event Collateral Agent at any time, to promptly execute all documents (including any security agreements and transfers) and do all things (including the delivery, transfer, assignment or payment of all or part of the Collateral to the Collateral Agent or its nominee(s)) that the Companies do not deliver Paired Collateral Agent may reasonably specify for the purpose of (a) exercising the rights to the Collateral or (b) securing and perfecting its security over or title to all or any part of the Collateral (including transferring the Collateral into the name of the Collateral Agent or its nominee(s)). (d) Except as otherwise provided herein, upon the transfer to Lender of Loaned Shares pursuant to Section IV. for one or more of the reasons described in the provision at the end of such paragraph, then, unless Cash Collateral has been delivered pursuant to Section V.A. above5, the Companies Collateral Agent shall deliver Cash release to Borrower Collateral in an amount with a Market Value equal to the Interim Settlement Amount Market Value of the Loaned Shares so transferred but only to the extent that immediately following such transfer of Collateral no Collateral Deficit would exist. Such transfer of Collateral shall be made no later than the Delivery Time on the day the Loaned Shares are transferred, or if such day is not a Cash day on which a transfer of such Collateral Account at UBSmay be effected under Section 12 or if the transfer of Loaned Shares by Borrower to Lender occurs after the Delivery Time on such day, then in each case the next day on which such a transfer may be effected. As promptly as practicable but no later than the Delivery Time on the second Business Day immediately following the date on which Borrower notified Lender of a Credit Upgrade, the Collateral Agent shall release to Borrower all Collateral. C. (e) If the Companies have delivered Cash Borrower transfers Collateral to UBS pursuant to Sections V.A. or V.B. aboveCollateral Agent, at as provided in this Section 4, and Lender does not transfer the Companies' option, the Companies may deliver freely salable registered Paired Loaned Shares to UBS equal in saleable market valueBorrower, based on closing market prices on Borrower shall have the Exchange Trading Day prior to such delivery, absolute right to the value return of the Cash Collateral; if Lender transfers Loaned Shares to Borrower and Borrower does not transfer Collateral held to Collateral Agent as provided in this Section 4, Lender shall have the Cash Collateral Account at UBS. Prior absolute right to the next Interim Settlement Datereturn of the Loaned Shares. (f) Borrower may, if on upon notice to Lender and Collateral Agent, substitute Collateral for Collateral securing any five consecutive Business Days Loan or Loans; provided, that such substituted Collateral shall have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral, shall equal or exceed the Market Price Value of the Paired outstanding Loaned Shares closes above the Forward Price as of the prior Reset Datedate of such substitution. (g) Each of the parties to this Agreement hereby agree that Cash and each item within the definition of Non-Cash Collateral contained in the Collateral Account shall be treated as a “financial asset” as defined by Section 8-102(a)(9) of the UCC. (h) Any Collateral deposited in the Collateral Account shall be segregated from all other assets and property of the Collateral Agent, UBS shall deliver all cash collateral heldwhich such segregation may be accomplished by appropriate identification on the books and records of Collateral Agent, as a “securities intermediary” within the meaning of the UCC. The Securities Intermediary acknowledges that the Collateral Account is maintained for the Collateral Agent and undertakes to treat the Collateral Agent as entitled to exercise the rights that comprise the Collateral credited to the CompaniesCollateral Account. On FORWARD STOCK CONTRACT For purposes of UCC Section 9301(2), the day after such Exchange Trading Date, UBS shall release all claims to Cash Collateral held in the Cash Collateral Account and deliver such amounts to the Companies. On any subsequent Interim Settlement DateCollateral will reside in New York, if Cash Collateral is held by UBS, UBS shall deliver to the Companies within five (5) Business Days after such Interim Settlement Date, the amount by which the amount of Cash Collateral exceeds the Interim Settlement AmountNew York.