Common use of Insufficiency Determination Clause in Contracts

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/or, after an Adjustment Event, Reported Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/or, after an Adjustment Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Securities shall be the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization.

Insufficiency Determination. (1) If at 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify the Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1a) If as of 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m., New York City time on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(15.5(a), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) Sections 5.3 and (d) of this Section 65.4, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%% until the termination of this Agreement, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) belowSection 5.5(c), of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Class A Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported Securities, Marketable Securities of the applicable type as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) belowSection 5.5(c), of Class A Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Class A Common Stock or Reported shares of Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Class A Common Stock or Reported shares of Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Class A Common Stock or Reported shares of Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The the NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Class A Common Stock, the most recent available Closing Price. (c) Collateral sold and Class A Common Stock or shares of Marketable Securities purchased by the Collateral Agent pursuant to the preceding Sections 5.5(a) and (b) may be sold and purchased on any securities exchange or in any over-the-counter market or in any private purchase transaction, and at such price or prices, in each case as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales and purchases may be made in compliance with law.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify the Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the tenth Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daytenth business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "“Insufficiency Determination"”), the Collateral Agent shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly promptly, but no later than the next succeeding Business Day, notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that HRH Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents (other than that pledged in respect of Cash Delivery Obligations) as may be required to be sold in order to generate proceeds sufficient to purchase HRH Common Stock and/or, after an Adjustment a Reorganization Event, Reported Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of HRH Common Stock and/or, after an Adjustment a Reorganization Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time the Collateral Agent shall have determined that a Collateral Event of Default shall have occurred and be continuing. All securities purchased pursuant to the preceding clause (ii) shall be held as, and constitute, Collateral hereunder. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of HRH Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the HRH Common Stock or Reported Securities shall be the most recent sales price as reported in the composite transactions for the principal securities exchange on which the HRH Common Stock or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization.

Insufficiency Determination. (1a) If as of 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "“Insufficiency Determination"”), the Collateral Agent shall, shall promptly notify Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m., New York City time on the fifth Business Day following the day on which telephonic written notice shall have been given pursuant to the preceding paragraph (e)(15.5(a), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) Sections 5.3 and (d) of this Section 65.4, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) belowSection 5.5(c), of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase shares of Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported Securities, Marketable Securities of the applicable type as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) belowSection 5.5(c), of shares of Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of shares of Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the shares of Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the shares of Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities as reported by Pink OTC Markets Inc. or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price. (c) Collateral sold and shares of Common Stock or Marketable Securities purchased by the Collateral Agent pursuant to the preceding Sections 5.5(a) and (b) may be sold and purchased on any securities exchange or in any over-the-counter market or in any private purchase transaction, and at such price or prices, in each case as reported by The NASDAQ National Market orthe Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents, if not so reported, by pay all fees and transfer taxes and take such other action as the National Quotation Bureau Collateral Agent deems necessary or a similar organizationadvisable in order that any such sales and purchases may be made in compliance with law.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral pledged by a Pledgor is less than the such Pledgor's Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify such Pledgor of such determination by telephone call to an Authorized Representative of the such Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time time, on the third Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the relevant Pledgor shall have failed to deliverDeliver, in the manner set forth in paragraphs paragraph (c) and (d) of this Section 64, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)Delivery, the aggregate Pledge Value of the CollateralCollateral pledged by such Pledgor, as of such third Business Day, is at least equal to the such Pledgor's Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged by such Pledgor hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall, if practicable: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral pledged by such Pledgor consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/or, after an Adjustment Event, Reported Securitieseach type of Reference Security and other property constituting part of the Reference Property, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/or, after an Adjustment Event, Reported Securitieseach type of Reference Security and other property then constituting part of the Reference Property, in an amount such numbers or amounts as are sufficient to cause the aggregate Pledge Value of the Collateral pledged by such Pledgor to be at least equal to the such Pledgor's Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default with respect to such Pledgor shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral pledged by such Pledgor after each purchase of Common Stock or Reported Securities Reference Property pursuant to the preceding clause (ii) in order to determine whether the such Pledgor's Pledge Value Requirement is met and whether a Collateral Event of Default with respect to such Pledgor has occurred. Solely for purposes of Any cash obtained from any such calculation, the Market Value of the Common Stock or Reported Securities sale which cannot be invested through any such purchase shall be the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securitiesheld as, as the case may and deemed to be, are then listed or, if cash Collateral pledged by such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organizationPledgor.

Insufficiency Determination. (1a) If If, as of 4:00 p.m., New York City time, on any Business Day Day, the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m., New York City time time, on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1Section 5.5(a), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) Sections 5.3 and (d) of this Section 65.4, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Treasury Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) belowSection 5.5(c), of such portion of the Collateral consisting of U.S. Government Treasury Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase shares of Common Stock and/or, after an Adjustment Event or Reorganization Event, Reported Securities, other Reference Property of the applicable type as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) belowSection 5.5(c), of shares of Common Stock and/or, after an Adjustment Event or Reorganization Event, Reported Securitiesother Reference Property of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Applicable Market Value and the Pledge Value of the Collateral after each purchase of shares of Common Stock or Reported Securities other Reference Property pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Applicable Market Value of the shares of Common Stock or Reported Securities other Reference Property shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the shares of Common Stock or Reported Securitiesother Reference Property, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ the Nasdaq National Market or, if not so reported, by the National Quotation Bureau PinkSheets LLC or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price. (c) Collateral sold and shares of Common Stock or other Reference Property purchased by the Collateral Agent pursuant to the preceding Section 5.5(a) may be sold and purchased on any securities exchange or in any over-the-counter market or in any private purchase transaction, and at such price or prices, in each case as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales and purchases may be made in compliance with law.

Insufficiency Determination. (1a) If as of 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "“Insufficiency Determination"”), the Collateral Agent shall, shall promptly notify Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m., New York City time on the fifth Business Day following the day on which telephonic written notice shall have been given pursuant to the preceding paragraph (e)(15.5(a), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) Sections 5.3 and (d) of this Section 65.4, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such 4:00 p.m., New York City time on the fifth Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner matter described in paragraph (3) belowSection 5.5(c), of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase shares of Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported Securities, Marketable Securities of the applicable type as described in the following clause (ii); and (ii) commence purchases, in the manner matter described in paragraph (3) belowSection 5.5(c), of shares of Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of shares of Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the shares of Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the shares of Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities as reported by Pink OTC Markets Inc. or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price. (c) Collateral sold and shares of Common Stock or Marketable Securities purchased by the Collateral Agent pursuant to the preceding Sections 5.5(a) and (b) may be sold and purchased on any securities exchange or in any over-the-counter market or in any private purchase transaction, and at such price or prices, in each case as reported by The NASDAQ National Market orthe Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents, if not so reported, by pay all fees and transfer taxes and take such other action as the National Quotation Bureau Collateral Agent deems necessary or a similar organizationadvisable in order that any such sales and purchases may be made in compliance with law.

Insufficiency Determination. (1a) If as of 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m., New York City time on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(15.5(a), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) Sections 5.3 and (d) of this Section 65.4, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) belowSection 5.5(c), of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase shares of Class A Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported Securities, Marketable Securities of the applicable type as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) belowSection 5.5(c), of shares of Class A Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of shares of Class A Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the shares of Class A Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the shares of Class A Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The the NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Class A Common Stock, the most recent available Closing Price. (c) Collateral sold and shares of Class A Common Stock or Marketable Securities purchased by the Collateral Agent pursuant to the preceding Sections 5.5(a) and (b) may be sold and purchased on any securities exchange or in any over-the-counter market or in any private purchase transaction, and at such price or prices, in each case as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales and purchases may be made in compliance with law.

Insufficiency Determination. (1a) If as of 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "“Insufficiency Determination"”), the Collateral Agent shall, shall promptly notify Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m., New York City time on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(15.5(a), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) Sections 5.3 and (d) of this Section 65.4, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) belowSection 5.5(c), of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase shares of Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported Securities, Marketable Securities of the applicable type as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) belowSection 5.5(c), of shares of Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of shares of Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the shares of Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the shares of Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities as reported by Pink OTC Markets Inc. or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price. (c) Collateral sold and shares of Common Stock or Marketable Securities purchased by the Collateral Agent pursuant to the preceding Sections 5.5(a) and (b) may be sold and purchased on any securities exchange or in any over-the-counter market or in any private purchase transaction, and at such price or prices, in each case as reported by The NASDAQ National Market orthe Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents, if not so reported, by pay all fees and transfer taxes and take such other action as the National Quotation Bureau Collateral Agent deems necessary or a similar organizationadvisable in order that any such sales and purchases may be made in compliance with law.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "“Insufficiency Determination"”), the Collateral Agent shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly promptly, but no later than the next succeeding Business Day, notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that HRH Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: : (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents (other than that pledged in respect of Cash Delivery Obligations) as may be required to be sold in order to generate proceeds sufficient to purchase HRH Common Stock and/or, after an Adjustment a Reorganization Event, Reported Securities, as described in the following clause (ii); and and (ii) commence purchases, in the manner described in paragraph (3) below, of HRH Common Stock and/or, after an Adjustment Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Securities shall be the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization.Reorganization

Insufficiency Determination. (1i) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2ii) If, by 4:00 p.m., New York City time on the Canadian Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1e)(i), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock Subordinate Voting Shares{, Multiple Voting Shares} and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Canadian Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (iA) commence sales, in the manner described in paragraph (3iii) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock Subordinate Voting Shares and/or, after an Adjustment Event, Reported Securities, as described in the following clause (iiB); and (iiB) commence purchases, in the manner described in paragraph (3iii) below, of Common Stock Subordinate Voting Shares and/or, after an Adjustment Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (iA) and (iiB), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock Subordinate Voting Shares or Reported Securities pursuant to the preceding clause (iiB) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock Subordinate Voting Shares or Reported Securities shall be be: (x) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock Subordinate Voting Shares or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (y) if higher, in the case of Subordinate Voting Shares, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify the Pledgor of such determination by telephone call to an Authorized Representative Officer of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1e), (1) the Pledgor or GRIT shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Day, Collateral is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/orADSs or, after an Adjustment a Reorganization Event, Reported Securitiesshares of Marketable Common Stock, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/orADSs or, after an Adjustment a Reorganization Event, Reported Securitiesshares of Marketable Common Stock, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of ADSs or shares of Marketable Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the ADSs or shares of Marketable Common Stock or Reported Securities shall be be: (A) the most recent sales ask price as reported in the composite transactions for the principal securities exchange on which the ADSs or shares of Marketable Common Stock or Reported SecuritiesStock, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ Nasdaq National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of ADSs, the most recent available ADS Equivalent Price.

Insufficiency Determination. (1) If as of 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify the Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Class A Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Class A Common Stock and/oror, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Class A Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Class A Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Class A Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The the NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Class A Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent --------------------------- shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/or, after an Adjustment Event, Reported Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/or, after an Adjustment Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1a) If as of 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m., New York City time on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(15.5(a), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) Sections 5.3 and (d) of this Section 65.4, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%% until the termination of this Agreement, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) belowSection 5.5(c), of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/orOrdinary Shares or, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported Securities, Marketable Securities of the applicable type as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) belowSection 5.5(c), of Common Stock and/orOrdinary Shares or, after an Adjustment Eventa Reorganization Event or Spin-Off Distribution, Reported SecuritiesMarketable Securities of the applicable type, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock Ordinary Shares or Reported shares of Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock Ordinary Shares or Reported shares of Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock Ordinary Shares or Reported shares of Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The the NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Ordinary Shares, the most recent available Closing Price. (c) Collateral sold and Ordinary Shares or shares of Marketable Securities purchased by the Collateral Agent pursuant to the preceding Sections 5.5(a) and (b) may be sold and purchased on any securities exchange or in any over-the-counter market or in any private purchase transaction, and at such price or prices, in each case as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales and purchases may be made in compliance with law.

Insufficiency Determination. (1a) If on any Business Day the Collateral Agent Administrator determines that the aggregate Pledge Asset Value of the Collateral Exchange Property designated by AMP is less than the Pledge Asset Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, Custodian shall promptly notify the Seller and AMP of such determination by telephone call to an Authorized Representative appropriate authorized representative of the Pledgor Seller and AMP followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2b) If, by 4:00 p.m.P.M., New York City time Sydney time, on the third Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1Section 7.6(a), the Pledgor AMP shall have failed to delivertransfer legal title to the Seller, in the manner set forth in paragraphs (c) and (d) Section 7.4 of this Section 6Agreement, sufficient additional Eligible Collateral Exchange Property so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)transfer, the aggregate Pledge Asset Value of the CollateralExchange Property held by the Seller, as of such third Business Day, Day is at least equal to the Pledge Asset Value Requirement, then (x) the Collateral Exchange Property Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged designated by AMP hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral an Exchange Property Event of Default shall have occurred and be continuing, the Collateral Agent Seller shall, to the extent practicable: (i) commence sales, in the manner described in paragraph (3Section 7.6(c) below, of such portion of the Collateral Exchange Property held by the Seller consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/or, after an Adjustment Event, Reported Securitieseach type of Reference Security and other property constituting part of the Reference Property, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3Section 7.6(c) below, of Common Stock and/or, after an Adjustment Event, Reported Securitieseach type of Reference Security and other property then constituting part of the Reference Property, in an amount such numbers or amounts as are sufficient to cause the aggregate Pledge Asset Value of the Collateral Exchange Property held by the Seller to be at least equal to the Pledge Asset Value Requirement. Notwithstanding the foregoing, the Collateral Agent Seller shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral an Exchange Property Event of Default shall have occurred and be continuing. The Collateral Agent Custodian shall determine the Market Value and the Pledge Asset Value of the Collateral Exchange Property held by the Seller after each purchase of Common Stock or Reported Securities Reference Property pursuant to the preceding clause (ii) in order to determine whether the Pledge Asset Value Requirement is met and whether a Collateral an Exchange Property Event of Default has occurred. Solely for purposes of Any cash obtained from any such calculation, the Market Value of the Common Stock or Reported Securities sale which cannot be invested through any such purchase shall be the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securitiesheld as, as the case may and deemed to be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organizationExchange Property.

Insufficiency Determination. (1) If at 4:00 p.m., New York City time, on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify the Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the next Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such Business Daynext business day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Class A Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Class A Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Class A Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Class A Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Class A Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Class A Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify the Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the tenth Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such tenth Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, as described in the following clause (ii); and and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/oror, after an Adjustment a Reorganization Event, Reported Marketable Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1e), (1) the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/oror, after an Adjustment Event, Reported Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/oror, after an Adjustment Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, shall promptly notify the Pledgor of such determination by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the tenth Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral)delivery, the aggregate Pledge Value of the Collateral, as of such tenth Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent for the benefit of the Trust shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient suffi- cient to purchase Common Stock and/oror, after an Adjustment Event, Reported Marketable Securities, as described in the following clause (ii); and and (ii) commence purchasespurchases using the proceeds of such sales, in the manner described in paragraph para- graph (3) below, of Common Stock and/oror, after an Adjustment Event, Reported Marketable Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent for the benefit of the Trust shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Marketable Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Marketable Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Marketable Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Nasdaq Na- tional Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency Determination"), the Collateral Agent shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/or, after an Adjustment Event, Reported Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/or, after an Adjustment Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Securities shall be be: (A) the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization; or (B) if higher, in the case of Common Stock, the most recent available Closing Price.

Insufficiency Determination. (1) If on any Business Day the Collateral Agent determines that the aggregate Pledge Value of the Collateral is less than the Pledge Value Requirement (any such determination, an "Insufficiency DeterminationINSUFFICIENCY DETERMINATION"), the Collateral Agent shall, by telephone call to an Authorized Representative of the Pledgor followed by a written confirmation of such call, promptly notify the Pledgor of such determination and of the amount of the insufficiency. (2) If, by 4:00 p.m., New York City time on the Business Day following the day on which telephonic notice shall have been given pursuant to the preceding paragraph (e)(1), the Pledgor shall have failed to deliver, in the manner set forth in paragraphs (c) and (d) of this Section 6, sufficient additional Eligible Collateral so that, after giving effect to such delivery (and taking into account that Common Stock and Reported Securities in excess of the Maximum Deliverable Number thereof shall not constitute Eligible Collateral), the aggregate Pledge Value of the Collateral, as of such Business Day, is at least equal to the Pledge Value Requirement, then (x) the Collateral Requirement with respect to any cash or U.S. Government Securities or Cash Equivalents pledged hereunder (other than in respect of Cash Delivery Obligations) shall be increased from 150% to 200%, and (y) unless a Collateral Event of Default shall have occurred and be continuing, the Collateral Agent shall: (i) commence sales, in the manner described in paragraph (3) below, of such portion of the Collateral consisting of cash or U.S. Government Securities or Cash Equivalents as may be required to be sold in order to generate proceeds sufficient to purchase Common Stock and/or, after an Adjustment Event, Reported Securities, as described in the following clause (ii); and (ii) commence purchases, in the manner described in paragraph (3) below, of Common Stock and/or, after an Adjustment Event, Reported Securities, in an amount sufficient to cause the aggregate Pledge Value of the Collateral to be at least equal to the Pledge Value Requirement. Notwithstanding the foregoing, the Collateral Agent shall discontinue sales and purchases pursuant to the preceding clauses (i) and (ii), respectively, if at any time a Collateral Event of Default shall have occurred and be continuing. The Collateral Agent shall determine the Market Value and the Pledge Value of the Collateral after each purchase of Common Stock or Reported Securities pursuant to the preceding clause (ii) in order to determine whether the Pledge Value Requirement is met and whether a Collateral Event of Default has occurred. Solely for purposes of such calculation, the Market Value of the Common Stock or Reported Securities shall be the most recent sales price as reported in the composite transactions for the principal securities exchange on which the Common Stock or Reported Securities, as the case may be, are then listed or, if such securities are not so listed, the last quoted ask price for such securities in the over-the-counter market as reported by The NASDAQ National Market or, if not so reported, by the National Quotation Bureau or a similar organization.