Common use of Derivative Instruments and Transactions Clause in Contracts

Derivative Instruments and Transactions. GETCO and its Subsidiaries have not entered into any Derivative Transactions for their own account. All Derivative Transactions, entered into for the account of any customer: (i) were entered into in the ordinary course of business and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time; (ii) are legal, valid and binding obligations of GETCO or its Subsidiaries, as applicable, and, to GETCO’s knowledge, each of the counterparties thereto; and (iii) are in full force and effect and enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity Exception). GETCO and its Subsidiaries and, to GETCO’s knowledge, the counterparties to all such Derivative Transactions have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To GETCO’s knowledge, there are no material breaches, violations or defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of GETCO and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in its books and records and the books and records of such Subsidiaries in accordance with GAAP consistently applied. For purposes of this Agreement, “Derivative Transactions” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Instruments and Transactions. GETCO and its Subsidiaries have not entered into any (a) All Derivative Transactions for their own account. All Derivative Transactions, (as defined in Section 4.27(b)) whether entered into for the account of the Company or any customer: of its Subsidiaries or for the account of a customer of the Company or any of its Subsidiaries, (i) were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time; , (ii) are legal, valid and binding obligations of GETCO the Company or one of its Subsidiaries, as applicable, Subsidiaries and, to GETCO’s knowledgethe knowledge of the Company, each of the counterparties thereto; thereto and (iii) to the knowledge of the Company are in full force and effect and enforceable in accordance with their terms (except as may be limited by the Bankruptcy terms, subject to bankruptcy, insolvency, fraudulent conveyance and Equity Exception)other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. GETCO and The Company or its Subsidiaries and, to GETCO’s knowledgethe knowledge of the Company, the counterparties to all such Derivative Transactions Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To GETCO’s knowledgethe knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position as of GETCO September 30, 2010 of the Company and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in its books and records and the books and records of the Company and such Subsidiaries in accordance with GAAP consistently applied. For purposes of this Agreement, “Derivative Transactions” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Instruments and Transactions. GETCO and its Subsidiaries have not entered into any All Derivative Transactions for their own account. All Derivative Transactions, (as defined below) whether entered into for the account of the Company or any customer: of its Subsidiaries or for the account of a customer of the Company or any of its Subsidiaries (i) were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time; , (ii) are legal, valid and binding obligations of GETCO the Company or one of its Subsidiaries, as applicable, Subsidiaries and, to GETCO’s knowledgethe Knowledge of the Company, each of the counterparties thereto; thereto and (iii) are in full force and effect and enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity Exception)terms. GETCO and The Company or its Subsidiaries and, to GETCO’s knowledgethe Knowledge of the Company, the counterparties to all such Derivative Transactions Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To GETCO’s knowledgethe Knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of GETCO the Company and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in its books and records and the books and records of the Company and such Subsidiaries in accordance with GAAP consistently applied. For purposes of this Agreement, the term “Derivative TransactionsTransaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Instruments and Transactions. GETCO and its Subsidiaries have Except as would not entered into any reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, all Derivative Transactions for their own account. All Derivative Transactions, (as defined below) whether entered into for the account of the Company or any customer: of its Subsidiaries or for the account of a customer of the Company or any of its Subsidiaries, (i) were entered into in the ordinary course of business consistent with past practice and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities and with counterparties believed to be financially responsible at the time; , (ii) are legal, valid and binding obligations of GETCO the Company or one of its Subsidiaries, as applicable, Subsidiaries and, to GETCO’s knowledgethe knowledge of the Company, each of the counterparties thereto; thereto and (iii) are in full force and effect and enforceable in accordance with their terms (except as may be limited by the Bankruptcy and Equity Exception)terms. GETCO and The Company or its Subsidiaries and, to GETCO’s knowledgethe knowledge of the Company, the counterparties to all such Derivative Transactions Transactions, have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To GETCO’s knowledgethe knowledge of the Company, there are no material breaches, violations or defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The financial position of GETCO the Company and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in its books and records and the books and records of the Company and such Subsidiaries in accordance with U.S. GAAP consistently applied. For purposes of this Agreement, the term “Derivative TransactionsTransaction” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

Derivative Instruments and Transactions. GETCO and its Subsidiaries have not entered into any Derivative Transactions for their own account. All Derivative Transactions, whether entered into for Purchaser’s account or the account of any of its Subsidiaries or for the account of a customer of Purchaser or any customerof its Subsidiaries: (i) were entered into in the ordinary course of business and in accordance with prudent banking practice and applicable rules, regulations and policies of all applicable Governmental Entities Authorities and with counterparties believed to be financially responsible at the time; (ii) are legal, valid and binding obligations of GETCO Purchaser or one of its Subsidiaries, as applicable, Subsidiaries and, to GETCOPurchaser’s knowledge, each of the counterparties thereto; and (iii) are in full force and effect and enforceable in accordance with their terms (except as enforcement may be limited by the Bankruptcy applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and Equity Exceptionsimilar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles). GETCO and Purchaser or its Subsidiaries and, to GETCOPurchaser’s knowledge, the counterparties to all such Derivative Transactions have duly performed, in all material respects, their obligations thereunder to the extent that such obligations to perform have accrued. To GETCOPurchaser’s knowledge, there are no material breaches, violations or defaults Defaults or allegations or assertions of such by any party pursuant to any such Derivative Transactions. The Purchaser’s financial position and the financial positions of GETCO and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Transaction has been reflected in its Purchaser’s books and records and the books and records of such Subsidiaries in accordance with GAAP consistently applied. For purposes of this Agreement, “Derivative Transactions” means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, catastrophe events, weather-related events, credit-related events or conditions or any indexes, or any other similar transaction (including any option with respect to any of these transactions) or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.