Common use of Derivative Products Clause in Contracts

Derivative Products. (a) The Company and each of its Subsidiaries has established risk parameters, limits and guidelines, including daily value at risk and stop loss limits and liquidity guidelines, in compliance with the risk management policies approved by the Company’s corporate risk management committee (the “Company Trading Policies”), and the Company’s Board of Directors has approved VaR limits as set forth in Section 4.25(a) of the Company Disclosure Schedule (the “Company Approved VaR Limit”). To the Knowledge of the Company, all Derivative Products entered into for the account of the Company or any of its Subsidiaries on or prior to the date hereof were entered into in accordance with the Company Trading Policies, with exceptions having been handled in all material respects according to the Company’s risk management processes as in effect at the time at which such exceptions were handled, to restrict the level of risk that the Company or any of its Subsidiaries is authorized to take, individually and in the aggregate, with respect to Derivative Products and monitor compliance with such risk parameters and applicable Law and policies of any Governmental Entity. Compliance with the Company Trading Policies is monitored by the Senior Vice President and Chief Risk Officer of the Company and is periodically reviewed with the audit committee of the Board of Directors of the Company. (b) At no time since January 1, 2009 has (i) the net position resulting from all physical commodity transactions, exchange-traded futures and options transactions, over-the-counter transactions and derivatives thereof and similar transactions (the “Net Company Position”) in the trading portfolio of the Company and its Subsidiaries (the “Company Trading Portfolio”) not been within the risk parameters in all material respects that are set forth in the Company Trading Policies except for such Net Company Positions that have been subsequently corrected in accordance with the Company Trading Policies and (ii) either the Company or any of its Subsidiaries, in accordance with their respective xxxx-to-market accounting policies, experienced an aggregate net loss in the Company Trading Portfolio that would reasonably be expected to have, individually or in the aggregate, a material impact on the Company. The Company Trading Portfolio has been marked to market at Fair Value. (c) As of the date of this Agreement, the Company’s VaR is in compliance with the Company Approved VaR Limit (except for temporary increases set forth in Section 4.25(c) of the Company Disclosure Schedule), and the Company and its Subsidiaries are operating in compliance with the Company Trading Policies in all material respects. (d) The Company has made available to Parent a true and complete copy of the Company Trading Policies, and the Company Trading Policies contain a true and correct description of the practice of the Company and its Subsidiaries with respect to Derivative Products, as of the date of this Agreement.

Derivative Products. (a) The Company and each To the Knowledge of Parent, all Derivative Products entered into for the account of Parent or any of its Subsidiaries has since January 1, 2010 were entered into in accordance with (i) established risk parameters, limits and guidelines, including daily value at risk guidelines (qualitative or quantitative) and stop loss limits and liquidity guidelines, in compliance with the risk management policies approved by the Company’s corporate Board of Directors of Parent and in effect on the date hereof, including trade compliance, credit risk management committee and/or code of conduct policies (collectively, the “Company Parent Trading Policies”), and the Company’s Board of Directors has approved VaR limits as set forth in Section 4.25(a) of the Company Disclosure Schedule (the “Company Approved VaR Limit”). To the Knowledge of the Company, all Derivative Products entered into for the account of the Company or any of its Subsidiaries on or prior to the date hereof were entered into in accordance with the Company Trading Policies, with exceptions having been handled in all material respects according to the CompanyParent’s risk management processes as in effect at the time at which such exceptions were handled, to restrict the level of risk that the Company Parent or any of its Subsidiaries is authorized to take, individually and in the aggregate, with respect to Derivative Products and monitor compliance with such risk parameters and (ii) applicable Law and policies of any Governmental Entity. Compliance with the Company Trading Policies is monitored by the Senior Vice President and Chief Risk Officer of the Company and is periodically reviewed with the audit committee of the Board of Directors of the Company. (b) At no time since January 1, 2009 2011 has (i) the net position resulting from all physical commodity transactions, exchange-traded futures and options transactions, over-the-counter transactions and derivatives thereof and similar transactions (the “Net Company Parent Position”) in the trading portfolio of the Company and its Subsidiaries (the “Company Trading Portfolio”) not been within the risk parameters in all material respects that are set forth in the Company Parent Trading Policies except for such Net Company Parent Positions that have been subsequently corrected in accordance with the Company Parent Trading Policies and (ii) either the Company or any of its Subsidiaries, in accordance with their respective xxxx-to-market accounting policies, experienced an aggregate net loss in the Company Trading Portfolio that would reasonably be expected to have, individually or in the aggregate, a material impact on the Company. The Company Trading Portfolio has been marked to market at Fair ValuePolicies. (c) As of the date of this Agreement, the Company’s VaR is in compliance with the Company Approved VaR Limit (except for temporary increases set forth in Section 4.25(c) of the Company Disclosure Schedule), and the Company and its Subsidiaries are operating in compliance with the Company Trading Policies in all material respects. (d) The Company Parent has made available to Parent the Company a true and complete copy of the Company Parent Trading Policies, and the Company Parent Trading Policies contain a true and correct description of the practice of the Company Parent and its Subsidiaries with respect to Derivative Products, Products as of the date of this Agreement. (d) Parent has made available to the Company a true and complete copy of the 2012 reports of the Commercial Operations Oversight Committee of Parent.

Derivative Products. (a) The Company Parent and each of its Subsidiaries has established risk parameters, limits and guidelines, including daily value at risk and stop loss limits and liquidity guidelines, in compliance with the risk management policies approved by the CompanyParent’s corporate risk management committee (the “Company Parent Trading Policies”), and the CompanyParent’s Board of Directors has approved VaR limits as set forth in Section 4.25(a5.24(a) of the Company Parent Disclosure Schedule (the “Company Parent Approved VaR Limit”). To the Knowledge of the CompanyParent, all Derivative Products entered into for the account of the Company Parent or any of its Subsidiaries on or prior to the date hereof were entered into in accordance with the Company Parent Trading Policies, with exceptions having been handled in all material respects according to the CompanyParent’s risk management processes as in effect at the time at which such exceptions were handled, to restrict the level of risk that the Company Parent or any of its Subsidiaries is authorized to take, individually and in the aggregate, with respect to Derivative Products and monitor compliance with such risk parameters and applicable Law and policies of any Governmental Entity. Compliance with the Company Parent Trading Policies is monitored by the Senior Vice President and Chief Risk Officer of the Company Parent and is periodically reviewed with the audit committee of the Board of Directors of the CompanyParent. (b) At no time since January 1, 2009 has (i) the net position resulting from all physical commodity transactions, exchange-traded futures and options transactions, over-the-counter transactions and derivatives thereof and similar transactions (the “Net Company Parent Position”) in the trading portfolio of the Company Parent and its Subsidiaries (the “Company Parent Trading Portfolio”) not been within the risk parameters in all material respects that are set forth in the Company Parent Trading Policies except for such Net Company Parent Positions that have been subsequently corrected in accordance with the Company Parent Trading Policies and (ii) either the Company Parent or any of its Subsidiaries, in accordance with their respective xxxx-to-market accounting policies, experienced an aggregate net loss in the Company Parent Trading Portfolio that would reasonably be expected to have, individually or in the aggregate, a material impact on the CompanyParent. The Company Parent Trading Portfolio has been marked to market at Fair Value. (c) As of the date of this Agreement, the CompanyParent’s VaR is in compliance with the Company Parent Approved VaR Limit (except for temporary increases set forth in Section 4.25(c5.24(c) of the Company Parent Disclosure Schedule), and the Company Parent and its Subsidiaries are operating in compliance with the Company Parent Trading Policies in all material respects. (d) The Company Parent has made available to Parent the Company a true and complete copy of the Company Parent Trading Policies, and the Company Parent Trading Policies contain a true and correct description of the practice of the Company Parent and its Subsidiaries with respect to Derivative Products, as of the date of this Agreement.