Common use of Derivative Treatment Clause in Contracts

Derivative Treatment. (a) On or before December 31, 2012, Purchaser shall deliver written notice to Parent informing Parent which, if any, AIM Derivatives they select as Transferred Derivatives pursuant to clause (ii) of the definition thereof. (b) Prior to the First Closing, Purchaser shall use reasonable best efforts to enter into an ISDA Agreement with each counterparty to a Transferred Derivative in a form that shall permit the novation of the Transferred Derivatives, and Parent shall cause margin accounts with each such counterparty to be funded at each Closing in an amount sufficient to permit the novation of each Subject Transferred Derivative at each applicable Closing. (c) At or prior to each Closing, Purchaser shall use reasonable best efforts to obtain from the counterparty to each Subject Transferred Derivative a novation of such Subject Transferred Derivative in a form reasonably satisfactory to Parent; provided that if Purchaser is unable to obtain such a novation in a form reasonably satisfactory to Parent, then (i) Purchaser shall use its reasonable best efforts to enter into a back-to-back Derivative Transaction with the same terms as such Subject Transferred Derivative with a financial institution reasonably acceptable to Parent with whom Parent is a counterparty to an ISDA Agreement and who agrees to permit Parent to enter into a Derivative Transaction with equivalent offsetting terms to such Subject Transferred Derivative, and (ii) if Purchaser is unable to enter into the back-to-back Derivative Transaction contemplated by clause (i), Purchaser shall (which obligation may not be assigned pursuant to Section 10.2 or otherwise without the prior written consent of Parent) enter into a back-to-back Derivative Transaction with Parent (or its designated Affiliate) that provides Parent (or its Affiliate) with equivalent offsetting terms to such Subject Transferred Derivative; provided, further, that the sole amount payable in connection with any such novation or the entry into any of the foregoing transactions shall be the payment of the applicable Net Derivative Value. (d) At or prior to each Closing, Parent shall use reasonable best efforts to cause each Subject Rejected Derivative and each Corresponding Derivative to be terminated or to expire in accordance with its terms at or prior to the Closing Date applicable to the Target Company that is party to such Subject Rejected Derivative or Corresponding Derivative.

Derivative Treatment. (a) On or before December 31, 2012, Purchaser shall deliver written notice to Parent informing Parent which, if any, AIM Derivatives they select as Transferred Derivatives pursuant to clause (ii) of the definition thereof. (b) Prior to the First Closing (or the Second Closing, Purchaser if applicable), the Buyer shall use all reasonable best efforts to enter into an ISDA Agreement (including by offering documentation and credit support arrangements reasonably consistent with each counterparty to a Transferred Derivative in a form that shall permit the novation of the Transferred Derivativesrelevant counterparty’s standard documentation, compliance and Parent shall cause margin accounts with each such counterparty to be funded at each Closing in an amount sufficient to permit the novation of each Subject Transferred Derivative at each applicable Closing. (ccredit policies) At or prior to each Closing, Purchaser shall use reasonable best efforts to obtain from the counterparty to each Subject Transferred Derivative a novation of such Subject Transferred Derivative in a form reasonably satisfactory to Parent; provided that if Purchaser is unable the related counterparty (such novation to obtain take effect on the date of the relevant Closing for the purchase of the Xxxxx Shares of the Xxxxx to which such a novation in a form reasonably satisfactory to Parent, then (i) Purchaser shall use its reasonable best efforts to enter into a back-to-back Derivative Transaction with the same terms as such Subject Transferred Derivative with primarily relates). (b) It shall be a financial institution reasonably acceptable to Parent with whom Parent is a counterparty to an ISDA Agreement and who agrees to permit Parent to enter into a Derivative Transaction with equivalent offsetting terms to such Subject Transferred Derivative, and (ii) if Purchaser is unable to enter into the back-to-back term of each novation Derivative Transaction contemplated by clause this Section 6.8 that the Buyer (i), Purchaser or the Buyer Designee) shall pay to General Motors (for the account of the Sellers) or General Motors (for the account of the Sellers) shall pay to Buyer or the Buyer Designee (as the case may be) a novation amount which obligation may not be assigned pursuant corresponds to Section 10.2 or otherwise without the prior written consent of Parent) enter into a backxxxx-to-back market value to the Sellers of the Transferred Derivative Transaction with Parent (immediately prior to the novation, taking into account the material terms of any related credit support, collateral or its designated Affiliate) that provides Parent (or its Affiliate) with equivalent offsetting terms other similar arrangements of the Sellers related to such Subject Transferred Derivative; provided, further, that the sole amount payable in connection with any Derivative as at such novation or the entry into any of the foregoing transactions date, and which shall be payable on the payment effective date of such novation. (c) For purposes of Section 6.8(b) above, the applicable Net Derivative Valuexxxx-to-market value to the Sellers shall be calculated based on market standard methodology and parameters as customarily applied to the relevant type of transaction, which shall include among others (i) CVA (counterparty value adjustment), (ii) LVA (liquidity value adjustment) and (iii) KVA (capital value adjustment). (d) At or prior Within 3 months after the date of this Agreement, the Parties shall start the process to each Closingreview the hedging portfolio and evaluate the conditions under which the novations may be executed, Parent shall use reasonable best efforts to cause each Subject Rejected Derivative and each Corresponding Derivative to be terminated or to expire in accordance with its terms at or prior the following steps: (i) General Motors shall identify and provide all the documentation on the derivative transactions entered into by the Xxxxx and within scope for potential novation; (ii) the Parties shall agree on the selection of a reference transaction (the “Reference Transaction”) for each product category (including specific features) included in the ‘back to back’ and ‘third leg’ Transferred Derivatives. This Reference Transaction shall be a recent and sizeable hedging transaction and will be the base for pricing for the novations in this product category; (iii) the Buyer shall submit to General Motors a proposal for a valuation methodology and associated parameters to value the Reference Transactions; and (iv) in case of disagreement between General Motors and the Buyer, (A) General Motors shall submit a notice to the Closing Date applicable Buyer with the list of contested items related to the Target Company proposed methodology and/or parameters, and provide the underlying documentation to explain their position such as market benchmarks and (B) the Parties shall discuss in good faith to find an agreement on the methodology and parameters that is party will be subsequently applied to value all the Transferred Derivatives as of Closing. (e) With respect to any Transferred Derivative as to which no agreed valuation can be reached in accordance with the foregoing, the Sellers shall retain those Transferred Derivative and may terminate them in its discretion following the relevant Closing, provided that, after consultation with the Buyer , the relevant Seller determines reasonably and in good faith that such Subject Rejected Derivative or Corresponding Derivativetermination will not have an adverse effect on any outstanding financing transactions to which the Fincos are a party.