Common use of Collateral Provisions Clause in Contracts

Collateral Provisions. On any Xxxxx Business Day (any such date referred to as a "Credit Support Valuation Date"), a party may determine the following: (i) the Exposure (as defined below), (ii) the market value (determined in accordance with the Eligible Collateral Annex hereto) of all Collateral (as defined in the Eligible Collateral Annex), if any, pledged by a party, and (iii) the Credit Support Amount (as defined below) for such date. "Exposure" means for any Credit Support Valuation Date, the amount, if any, that would be payable to a party (the "Secured Party") by the other party (the "Pledgor") (expressed as a positive number) or by the Secured Party to the Pledgor (expressed as a negative number) to replace all of the Transactions that are or may be entered into and governed by the Master Agreement so as to preserve the economic equivalent of the payment obligations of the parties with respect thereto. "Credit Support Amount" means the Secured Party's Exposure plus, the aggregate of the Initial Collateral Requirements (as set forth in paragraph (b) below and as expressed in Confirmations in connection with other Transactions, if any), applicable to the Pledgor, if any, minus the aggregate of the Initial Collateral Requirements applicable to the Secured Party, if any. If the Credit Support Amount exceeds the market value of all Collateral held by the Secured Party by an amount (the "Delivery Amount") equal to or greater than USD 250,000, then the Pledgor shall transfer to the Secured Party Collateral with a market value equal to or greater than the Delivery Amount. If the market value of all Collateral held by the Secured Party exceeds the Credit Support Amount by an amount (the "Return Amount") equal to or greater than USD 250,000, then the Secured Party shall return to the Pledgor Collateral with a market value as close as practicable (but not greater than) the Return Amount. Each delivery or return of Collateral required under this paragraph shall be made by the close of business on the relevant Credit Support Valuation Date if notice requesting such delivery or return is received by 11 A.M. New York City time, or by the next Local Business Day if notice is received after 11 A.M. New York City time.

Collateral Provisions. On any Xxxxx Local Business Day (any such date referred to as a "Credit Support Valuation Date"), a party the Calculation Agent may determine the following: (i) the Exposure (as defined below), (ii) the market value (determined in accordance with the Eligible Collateral Annex hereto) of all Collateral (as defined in the Eligible Collateral Annex), if any, pledged by a party, and (iii) the Credit Support Amount (as defined below) for such date. "Exposure" means for any Credit Support Valuation Date, the amount, if any, that would be payable to a party (the "Secured Party") by the other party (the "Pledgor") (expressed as a positive number) or by the Secured Party to the Pledgor (expressed as a negative number) to replace all of the Transactions that are or may be entered into and governed by the Master Agreement so as to preserve the economic equivalent of the payment obligations of the parties with respect thereto. "Credit Support Amount" means the Secured Party's Exposure plus, the aggregate of the Initial Collateral Requirements (as set forth in paragraph (b) below and as expressed in Confirmations in connection with other Transactions, if any), applicable to the Pledgor, if any, minus the aggregate of the Initial Collateral Requirements applicable to the Secured Party, if any. If the Credit Support Amount exceeds the market value of all Collateral held by the Secured Party by an amount (the "Delivery Amount") equal to or greater than USD 250,000_____, then the Pledgor shall transfer to the Secured Party Collateral with a market value equal to or greater than the Delivery Amount. If the market value of all Collateral held by the Secured Party exceeds the Credit Support Amount by an amount (the "Return Amount") equal to or greater than USD 250,000______, then the Secured Party shall return to the Pledgor Collateral with a market value as close as practicable (but not greater than) the Return Amount. Each delivery or return of Collateral required under this paragraph shall be made by the close of business on the relevant Credit Support Valuation Date if notice requesting such delivery or return is received by 11 A.M. New York City time, or by the next Local Business Day if notice is received after 11 A.M. New York City time. For the avoidance of doubt, only BNY shall be required to post collateral in accordance with the provisions hereunder.

Collateral Provisions. On any Xxxxx Business Day (any such date referred a) Each of DKTS and Citi, as the Pledgor, hereby pledges to the other party, as a "Credit Support Valuation Date"the Secured Party, as security for its Hedging Obligations (in the case of DKTS) and its Obligations (in the case of Citi), and grants to the Secured Party a party may determine first priority continuing security interest in, lien on and right of set-off against all Posted Collateral consisting of Cash Transferred to or received by the following: (i) Secured Party hereunder. Each of DKTS and Citi, as the Exposure (as defined below)Pledgor, (ii) hereby pledges to the market value (determined in accordance with the Eligible Collateral Annex hereto) of all Collateral (as defined in the Eligible Collateral Annex), if any, pledged by a other party, and (iii) as the Credit Support Amount (as defined below) for such date. "Exposure" means for any Credit Support Valuation Date, the amount, if any, that would be payable to a party (the "Secured Party") by , as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of set-off against all Posted Collateral other party (than Cash. Upon the "Pledgor") (expressed as a positive number) or Transfer by the Secured Party to the Pledgor (expressed as a negative number) to replace all of the Transactions that are or may be entered into and governed by the Master Agreement so as to preserve the economic equivalent of the payment obligations of the parties with respect thereto. "Credit Support Amount" means the Secured Party's Exposure plusPosted Collateral, the aggregate of security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the Initial Collateral Requirements (as set forth in paragraph extent possible, without any further action by either party. Any Cash posted under this Article 12 by DKTS secures only Hedging Obligations and not any Non-Hedging Obligations. (b) below and as expressed in Confirmations in connection with other TransactionsUpon a demand made by Citi on or promptly following a Valuation Date, if any)the Delivery Amount for that Valuation Date equals or exceeds DKTS’s Minimum Transfer Amount, applicable then DKTS will Transfer to Citi Eligible Collateral having a Value as of the date of Transfer at least equal to the Pledgor, if any, minus the aggregate of the Initial Collateral Requirements applicable to the Secured Party, if any. If the Credit Support Amount exceeds the market value of all Collateral held by the Secured Party by an amount (the "Delivery Amount") equal to or greater than USD 250,000, then the Pledgor shall transfer to the Secured Party Collateral with a market value equal to or greater than the Delivery Amount. If the market value of all Collateral held by the required under Section 17.4(a), Citi, as Pledgor, shall Transfer to DKTS as Secured Party exceeds the Credit Support Amount by Eligible Collateral in an amount (the "Return Amount") equal to or greater than USD 250,000, then the Secured Party shall return to the Pledgor Collateral with a market value as close as practicable (but not greater than) the Return Amount. Each delivery or return of Collateral required under this paragraph shall be made by the close of business on the relevant Credit Support Valuation Date if notice requesting such delivery or return is received by 11 A.M. New York City time, or by the next Local Inventory Business Day if notice is received after 11 A.M. New York City timeInterruption Cash Proceeds.

Collateral Provisions. On any Xxxxx Business Day (any such date referred a) Each of DKTS and Citi, as the Pledgor, hereby pledges to the other party, as a "Credit Support Valuation Date"the Secured Party, as security for its Hedging Obligations (in the case of DKTS) and its Obligations (in the case of Citi), and grants to the Secured Party a party may determine first priority continuing security interest in, lien on and right of set-off against all Posted Collateral consisting of Cash Transferred to or received by the following: (i) Secured Party hereunder. Each of DKTS and Citi, as the Exposure (as defined below)Pledgor, (ii) hereby pledges to the market value (determined in accordance with the Eligible Collateral Annex hereto) of all Collateral (as defined in the Eligible Collateral Annex), if any, pledged by a other party, and (iii) as the Credit Support Amount (as defined below) for such date. "Exposure" means for any Credit Support Valuation Date, the amount, if any, that would be payable to a party (the "Secured Party") by , as security for its Obligations, and grants to the Secured Party a first priority continuing security interest in, lien on and right of set-off against all Posted Collateral other party (than Cash. Upon the "Pledgor") (expressed as a positive number) or Transfer by the Secured Party to Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party. Any Cash posted under this Article 12 by DKTS secures only Hedging Obligations and not any Non-Hedging Obligations. (b) Upon a demand made by Citi on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds DKTS’s Minimum Transfer Amount, then DKTS will Transfer to Citi Eligible Collateral having a Value as of the date of Transfer at least equal to the applicable Delivery Amount. If required under Section 17.4(a), Citi, as Pledgor, shall Transfer to DKTS as Secured Party Eligible Collateral in an amount equal to the Inventory Business Interruption Cash Proceeds. (c) Upon a demand made by DKTS on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds Citi’s Minimum Transfer Amount, then Citi will Transfer to DKTS Posted Collateral specified by the Pledgor in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount. (expressed d) Unless otherwise specified, if a demand for the Transfer of Eligible Collateral or Posted Collateral is made by 9:00 a.m., CPT on a Business Day, then the relevant Transfer will be made no later than the close of business on the next Business Day; if a demand is made after 9:00 a.m., CPT on a Business Day or on a date which is not a Business Day, then the relevant Transfer will be made no later than the close of business on the second Business Day thereafter. In respect of Eligible Collateral in the form of Letters of Credit, any demand made by Citi as Secured Party, regardless of timing, shall be deemed to be made after 9:00 a.m., CPT on a negative numberBusiness Day or on a date which is not a Business Day, and DKTS, as Pledgor, shall use reasonably best efforts to Transfer such Eligible Collateral in the form of Letters of Credit no later than the close of business on the next Business Day thereafter. In connection therewith, DKTS, as Xxxxxxx, agrees that it shall copy Citi, as Secured Party, on any request made by DKTS to the issuer of such Letter of Credit in respect of the issuance of a Letter of Credit pursuant to this Section 12.2(d). If Citi shall have received Inventory Business Interruption Cash Proceeds as described in Section 17.4, it shall Transfer Eligible Collateral in the amount of the Inventory Business Interruption Cash Proceeds no later than the close of business on the next Business Day. (e) In respect of Citi, as Secured Party and DKTS as Pledgor, all calculations of Value, Exposure and Ad-Hoc Exposure will be made by Citi as of close of business in New York on the Business Day before the Valuation Date. (f) The Secured Party is entitled to replace hold all Posted Collateral and in doing so, the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event, the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto. (g) The Secured Party shall, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to sell, pledge, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor and register any Posted Collateral in the name of the Secured Party or a nominee. For purposes of the obligation to Transfer Eligible Collateral or Posted Collateral and any rights and remedies hereunder, the Secured Party shall be deemed to continue to hold all Posted Collateral and to receive Distributions thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral. (h) If the Secured Party receives or is deemed to receive Distributions on a Business Day, it will Transfer to the Pledgor not later than the following Business Day any Distributions it receives or is deemed to receive to the extent that a Delivery Amount would not be created or increased by the Transfer, as calculated by the Secured Party (and the date of calculation will be deemed to be a Valuation Date for this purpose). (i) In lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of the Transactions that are or which may be entered into and governed retained by the Master Agreement so as to preserve the economic equivalent of the payment obligations of the parties with respect thereto. "Credit Support Amount" means the Secured Party's Exposure plus), the aggregate Secured Party will Transfer to the Pledgor on the last Business Day of each calendar month and on any Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor hereunder, the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Secured Party (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not transferred in accordance with this paragraph will constitute Posted Collateral in the form of Cash and will be subject to the security interest granted above. (j) If at any time an Event of Default with respect to the Pledgor has occurred and is continuing, then, subject to Section 12.2(p), unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the Initial following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral Requirements (as set forth in paragraph (b) below and as expressed in Confirmations in connection with other Transactions, if any), applicable to the Pledgor, if any, minus the aggregate of the Initial Collateral Requirements applicable to held by the Secured Party, if any. If ; and (ii) the Credit Support Amount exceeds right to set-off any amounts payable by the market value Pledgor with respect to any of all its Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party by (or any obligation of the Secured Party to Transfer that Posted Collateral). (k) If at any time an amount (the "Delivery Amount") equal to or greater than USD 250,000, then the Pledgor shall transfer Event of Default with respect to the Secured Party has occurred and is continuing, then, unless the Secured Party has paid in full all of its Obligations that are then due under this Agreement, then: (i) the Pledgor (if Citi) may exercise all rights and remedies available to a pledgor under applicable law with respect to Posted Collateral held by it consisting of Cash in respect of Hedging Obligations and to any Posted Collateral held by it other than Cash in respect of Obligations; provided that this Section 12.2(k)(i) shall not limit any rights which Citi may have as Pledgor in respect of Inventory Business Interruption Cash Proceeds; (ii) the Pledgor (if DKTS) may exercise all rights and remedies available to a pledgor under applicable law with a market value equal respect to Posted Collateral held by it; and (iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral consisting of Cash and the Interest Amount to the Pledgor, return to Pledgor marked for cancellation any Posted Collateral consisting of Letter(s) of Credit then held by Secured Party and Transfer all other Posted Collateral other than Cash and, to the extent that such amounts are not Transferred or greater Letter(s) of Credit are not returned in accordance herewith, the Pledgor may set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral consisting of Cash or the Cash equivalent of any Posted Collateral other than Cash (or any obligation of the Delivery Amount. If Secured Party to Transfer that Posted Collateral) or against the market value face amount of any Posted Collateral consisting of Letter(s) of Credit. (l) The Secured Party will Transfer to Pledgor any proceeds and Posted Collateral remaining after liquidation, set-off and/or application as indicated above after satisfaction in full of all amounts payable by the Pledgor with respect to any of its Obligations; Pledgor in all events will remain liable for any amounts remaining unpaid after any liquidation, set-off and/or application as indicated above. (m) When no amounts are or thereafter may become payable by the Pledgor with respect to any of its Obligations, the Secured Party will Transfer to Pledgor all Posted Collateral and the Interest Amount, if any. (n) Without duplication of the provisions contained in Article 16, Pledgor will promptly pay when due all taxes, assessments or charges of any nature that are imposed with respect to Posted Collateral held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Collateral is subsequently disposed hereunder, except for those taxes, assessments and charges that result from the exercise of the Secured Party’s rights under Section 12.2(h). (o) All reasonable costs and expenses incurred by or on behalf of the Secured Party or Pledgor in connection with the liquidation and/or application of any Posted Collateral hereunder will be payable, on demand by the Defaulting Party. (p) Citi and DKTS agree that (i) any Cash posted by DKTS hereunder secures Hedging Obligations only and Citi shall exercise its rights and remedies hereunder in respect of Posted Collateral consisting of Cash solely in support of such Obligations and (ii) any Posted Collateral other than Cash posted by DKTS hereunder secure Obligations and Citi shall exercise its rights and remedies hereunder in respect of Posted Collateral consisting of such Eligible Collateral in support of such Obligations. (q) With respect to demands made for Eligible Collateral, DKTS may provide Citi Letter(s) of Credit in satisfaction of its posting obligations under this Article 12. The Parties acknowledge that the posting of Letter(s) of Credit for purposes of Exposure or Ad-Hoc Exposure amounts that may fluctuate daily is administratively burdensome for both Parties. Accordingly, when and if a demand is made hereunder for Eligible Collateral, DKTS intends, but is not obligated, to post Letter(s) of Credit with a Value in excess of the required Delivery Amount. In such circumstances, DKTS will have the right to request that Citi consent to a reduction of the undrawn amount of any such Letter(s) of Credit, or a return thereof, to the extent that the undrawn amount thereof exceeds the required Credit Support Amount from time to time, and Citi agrees that it shall provide such consent. If requested by an amount DKTS (the "Return Amount") equal such request not to or greater than USD 250,000, then the Secured Party shall return to the Pledgor Collateral with a market value as close as practicable (but not greater than) the Return Amount. Each delivery or return of Collateral required under this paragraph shall be made by more than once quarterly), Citi and DKTS shall discuss in good faith implementing alternative approaches for providing Letter(s) of Credit in order to reduce the close administrative burdens and costs of business on the relevant Credit Support Valuation Date if notice requesting providing such delivery or return is received by 11 A.M. New York City time, or by the next Local Business Day if notice is received after 11 A.M. New York City timeLetter(s) of Credit.