Common use of Derivatives Clause in Contracts

Derivatives. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, all swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions (each, a “Derivative Contract”), whether entered into for the Company’s and its Subsidiaries’ own accounts, or for the account of one or more of its customers, were entered into (i) in accordance with prudent business practices and all applicable Laws and (ii) with counterparties believed to be financially responsible at the time; and each Derivative Contract constitutes the valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity), and are in full force and effect. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor its Subsidiaries, nor to the Company’s knowledge any other party thereto, is in breach of any of its obligations under any Derivative Contract. The financial position of the Company and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Contract has been reflected in the books and records of the Company and such Subsidiaries in accordance with GAAP consistently applied.

Derivatives. Except as, individually or in the aggregate, as has not had and would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect on be material to the CompanyCompany and its Subsidiaries, all swaps, caps, floors, option agreements, futures and forward contracts and other similar derivative transactions (each, a “Derivative Contract”), whether entered into for the Company’s and its Subsidiaries’ own accountsaccount, or for the account of one or more of its Subsidiaries or their respective customers, were entered into (i) in accordance with prudent business practices and all applicable Laws and (ii) with counterparties believed to be financially responsible at the time; and each Derivative Contract constitutes the valid and legally binding obligation of the Company it or one of its Subsidiaries, as the case may be, enforceable in accordance with its terms (except subject to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equityBankruptcy and Equity Exception), and are in full force and effect. Except as, individually or in the aggregate, as has not had and would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, neither the Company nor its Subsidiaries, nor to the Company’s knowledge Knowledge any other party thereto, is in breach of any of its obligations under any Derivative Contract. The financial position of the Company it and its Subsidiaries on a consolidated basis under or with respect to each such Derivative Contract Contracts has been reflected in its books and records and the books and records of the Company and such Subsidiaries Subsidiaries, in each case in accordance with GAAP consistently applied.

Derivatives. Except asAll exchange-traded or over-the-counter swap, individually ----------- forward, future, option, cap, floor or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, all swaps, caps, floors, option agreements, futures and forward contracts and collar financial contract or any other similar derivative transactions (each, a “Derivative Contract”)arrangement, whether entered into for the Company’s and its Subsidiaries’ own accounts's account, or for the account of one or more of its the Company Subsidiaries or their customers (except for transactions entered into by the Company or the Company Subsidiaries on listed options effected on an agency basis for customers), were entered into (i1) in accordance with prudent business practices and all applicable Laws laws, rules, regulations and regulatory policies and (ii2) with counterparties believed to be financially responsible at the time; and each Derivative Contract of them constitutes the valid and legally binding obligation of the Company or its SubsidiariesCompany Subsidiary, enforceable in accordance with its terms (except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization fraudulent transfer and similar laws of general applicability relating to or similar Laws affecting the enforcement of creditors’ ' rights generally or by general principles of equityequity principles), and are in full force and effect. Except as, except to the extent the failure of any of the foregoing is not reasonably likely, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, neither . Neither the Company nor its Subsidiariesa Company Subsidiary, nor to the Company’s 's knowledge any other party thereto, is in material breach of any of its obligations under any Derivative Contractsuch agreement or arrangement except for such instances which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company. The financial position As of their respective dates, the Company Company's Financial Reports disclose the value of such agreements and its Subsidiaries arrangements on a consolidated xxxx-to-market basis under or with respect to each such Derivative Contract has been reflected in the books and records of the Company and such Subsidiaries in accordance with GAAP consistently appliedgenerally accepted accounting principles and, since December 31, 1998, there has not been a change in such value that, individually or in the aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect on the Company.

Derivatives. Except asAll exchange-traded or over-the-counter swap, individually forward, future, option, cap, floor or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, all swaps, caps, floors, option agreements, futures and forward contracts and collar financial contract or any other similar derivative transactions (each, a “Derivative Contract”)arrangement, whether entered into for the Company’s and its Subsidiaries’ own accounts's account, or for the account of one or more of its the Company Subsidiaries or their customers (except for transactions entered into by the Company or the Company Subsidiaries on listed options effected on an agency basis for customers), were entered into (i1) in accordance with prudent business practices and all applicable Laws laws, rules, regulations and regulatory policies and (ii2) with counterparties believed to be financially responsible at the time; and each Derivative Contract of them constitutes the valid and legally binding obligation of the Company or its SubsidiariesCompany Subsidiary, enforceable in accordance with its terms (except to the extent that as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancereorganization, moratorium, reorganization fraudulent transfer and similar laws of general applicability relating to or similar Laws affecting the enforcement of creditors’ ' rights generally or by general principles of equityequity principles), and are in full force and effect. Except as, except to the extent the failure of any of the foregoing is not reasonably likely, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company, neither . Neither the Company nor its Subsidiariesa Company Subsidiary, nor to the Company’s 's knowledge any other party thereto, is in material breach of any of its obligations under any Derivative Contractsuch agreement or arrangement except for such instances which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on the Company. The financial position As of their respective dates, the Company Company's Financial Reports disclose the value of such agreements and its Subsidiaries arrangements on a consolidated mark-to-market basis under in acxxxxance with generally accepted accounting principles and, since December 31, 1999, there has not been a change in such value that, individually or with respect to each such Derivative Contract has been reflected in the books and records of aggregate, has resulted or is reasonably likely to result in a Material Adverse Effect on the Company and such Subsidiaries in accordance with GAAP consistently appliedCompany.