Common use of Administration of Collateral Clause in Contracts

Administration of Collateral. Section 12.01. Initial Deposit of Notes 108 Section 12.02. Establishment of Collateral Account 108 Section 12.03. Treatment as Financial Assets 109 Section 12.04. Sole Control by Collateral Agent 109 Section 12.05. Jurisdiction 109 Section 12.06. No Other Claims 109 Section 12.07. Investment and Release 110 Section 12.08. Statements and Confirmations 110 Section 12.09. Reserved 110 Section 12.10. No Other Agreements 110 Section 12.11. Powers Coupled with an Interest 110 Section 12.12. Waiver of Lien; Waiver of Set-off 110 ARTICLE 13 RIGHTS AND REMEDIES OF THE COLLATERAL AGENT Section 13.01. Rights and Remedies of the Collateral Agent 110 ARTICLE 14 REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS Section 14.01. Representations and Warranties 112 Section 14.02. Covenants 113 ARTICLE 15 THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY Section 15.01. Appointment, Powers and Immunities 113 Section 15.02. Instructions of the Company 114 Section 15.03. Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 114 Section 15.04. Certain Rights 115 Section 15.05. Merger, Conversion, Consolidation or Succession to Business 115 Section 15.06. Rights in Other Capacities 116 Section 15.07. Non-reliance on the Collateral Agent, Custodial Agent And Securities Intermediary 116 Section 15.08. Compensation and Indemnity 116 Section 15.09. Failure to Act 117 Section 15.10. Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 118 Section 15.11. Right to Appoint Agent or Advisor 119 Section 15.12. Survival 119 Section 15.13. Exculpation 119 Section 15.14. Expenses, Etc 120 Section 15.15. Force Majeure 120 ARTICLE 16 MISCELLANEOUS Section 16.01. Security Interest Absolute 121 Section 16.02. Notice of Termination Event 121 Section 16.03. PATRIOT ACT 121 EXHIBITS Exhibit A — Form of Corporate Units Certificate Exhibit B — Form of Treasury Units Certificate Exhibit C — Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units) Exhibit D — Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon Occurrence of a Termination Event) Exhibit E — Notice to Settle with Cash Exhibit F — Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit G — Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit H — Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units) Exhibit I — Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units) Exhibit J — Notice to Settle with Cash from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts) Exhibit K — Instruction to Custodial Agent Regarding Remarketing Exhibit L — Instruction to Custodial Agent Regarding Withdrawal from Remarketing Exhibit M — Notice to Settle with Cash After Failed Final Remarketing Exhibit N — Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash) Exhibit O — Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash) Exhibit P — Form of Remarketing Agreement SERIES B PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 7, 2013, among DOMINION RESOURCES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

Administration of Collateral. Section 12.01. Initial Deposit of Notes 108 Convertible Preferred Stock 98 Section 12.02. Establishment of Collateral Account 108 98 Section 12.03. Treatment as Financial Assets 109 99 Section 12.04. Sole Control by Collateral Agent 109 99 Section 12.05. Jurisdiction 109 100 Section 12.06. No Other Claims 109 100 Section 12.07. Investment and Release 110 100 Section 12.08. Treasury Securities 101 Section 12.09. Statements and Confirmations 110 Section 12.09. Reserved 110 101 Section 12.10. Tax Allocations 101 Section 12.11. No Other Agreements 110 102 Section 12.1112.12. Powers Coupled with an Interest 110 102 Section 12.1212.13. Waiver of Lien; Lien Waiver of Set-off 110 102 ARTICLE 13 RIGHTS AND REMEDIES OF THE COLLATERAL AGENT Section 13.01. Rights and Remedies of the Collateral Agent 110 102 ARTICLE 14 REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS Section 14.01. Representations and And Warranties 112 103 Section 14.02. Covenants 113 104 ARTICLE 15 THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY Section 15.01. Appointment, Powers and Immunities 113 105 Section 15.02. Instructions of the Company 114 106 Section 15.03. Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 114 106 Section 15.04. Certain Rights 115 107 Section 15.05. Merger, Conversion, Consolidation or Succession to Business 115 107 Section 15.06. Rights in Other Capacities 116 108 Section 15.07. Non-reliance on the Collateral Agent, Custodial Agent And and Securities Intermediary 116 108 Section 15.08. Compensation and And Indemnity 116 108 Section 15.09. Failure to Act 117 109 Section 15.10. Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 118 110 Section 15.11. Right to Appoint Agent or Advisor 119 111 Section 15.12. Survival 119 111 Section 15.13. Exculpation 119 111 Section 15.14. Expenses, Etc 120 Section 15.15Etc. Force Majeure 120 ARTICLE 16 MISCELLANEOUS Section 16.01. Security Interest Absolute 121 Section 16.02. Notice of Termination Event 121 Section 16.03. PATRIOT ACT 121 EXHIBITS Exhibit A — Form of Corporate Units Certificate Exhibit B — Form of Treasury Units Certificate Exhibit C — Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units) Exhibit D — Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon Occurrence of a Termination Event) Exhibit E — Notice to Settle with Cash Exhibit F — Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit G — Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit H — Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units) Exhibit I — Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units) Exhibit J — Notice to Settle with Cash from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts) Exhibit K — Instruction to Custodial Agent Regarding Remarketing Exhibit L — Instruction to Custodial Agent Regarding Withdrawal from Remarketing Exhibit M — Notice to Settle with Cash After Failed Final Remarketing Exhibit N — Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash) Exhibit O — Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash) Exhibit P — Form of Remarketing Agreement SERIES B PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 7, 2013, among DOMINION RESOURCES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).111

Administration of Collateral. Section 12.01. Initial Deposit of Notes 108 Section 12.02. Establishment of Collateral Account 108 Section 12.03. Treatment as Financial Assets 109 Section 12.04. Sole Control by Collateral Agent 109 Section 12.05. Jurisdiction 109 Section 12.06. No Other Claims 109 Section 12.07. Investment and Release 110 Section 12.08. Statements and Confirmations 110 Section 12.09. Reserved 110 Section 12.10. No Other Agreements 110 Section 12.11. Powers Coupled with an Interest 110 Section 12.12. Waiver of Lien; Waiver of Set-off 110 ARTICLE 13 RIGHTS AND REMEDIES OF THE COLLATERAL AGENT Section 13.01. Rights and Remedies of the Collateral Agent 110 ARTICLE 14 REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS Section 14.01. Representations and Warranties 112 Section 14.02. Covenants 113 112 ARTICLE 15 THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY Section 15.01. Appointment, Powers and Immunities 113 Section 15.02. Instructions of the Company 114 Section 15.03. Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 114 Section 15.04. Certain Rights 115 Section 15.05. Merger, Conversion, Consolidation or Succession to Business 115 Section 15.06. Rights in Other Capacities 116 115 Section 15.07. Non-reliance on the Collateral Agent, Custodial Agent And Securities Intermediary 116 Section 15.08. Compensation and Indemnity 116 Section 15.09. Failure to Act 117 Section 15.10. Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 118 Section 15.11. Right to Appoint Agent or Advisor 119 Section 15.12. Survival 119 Section 15.13. Exculpation 119 Section 15.14. Expenses, Etc 120 119 Section 15.15. Force Majeure 120 ARTICLE 16 MISCELLANEOUS Section 16.01. Security Interest Absolute 121 120 Section 16.02. Notice of Termination Event 121 Section 16.03. PATRIOT ACT 121 EXHIBITS Exhibit A — Form of Corporate Units Certificate Exhibit B — Form of Treasury Units Certificate Exhibit C — Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units) Exhibit D — Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon Occurrence of a Termination Event) Exhibit E — Notice to Settle with Cash Exhibit F — Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit G — Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit H — Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units) Exhibit I — Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units) Exhibit J — Notice to Settle with Cash from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts) Exhibit K — Instruction to Custodial Agent Regarding Remarketing Exhibit L — Instruction to Custodial Agent Regarding Withdrawal from Remarketing Exhibit M — Notice to Settle with Cash After Failed Final Remarketing Exhibit N — Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash) Exhibit O — Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent and Collateral Agent (Settlement with Separate Cash) Exhibit P — Form of Remarketing Agreement SERIES B A PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 7August 15, 20132016, among DOMINION RESOURCES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

Administration of Collateral. Section 12.01. Initial Deposit of Notes 108 100 Section 12.02. Establishment of Collateral Account 108 101 Section 12.03. Treatment as Financial Assets 109 101 Section 12.04. Sole Control by Collateral Agent 109 101 Section 12.05. Jurisdiction 109 102 Section 12.06. No Other Claims 109 102 Section 12.07. Investment and Release 110 102 Section 12.08. Statements and Confirmations 110 102 Section 12.09. Reserved 110 Tax Allocations 102 Section 12.10. No Other Agreements 110 103 Section 12.11. Powers Coupled with an Interest 110 103 Section 12.12. Waiver of Lien; Waiver of Set-off 110 103 ARTICLE 13 RIGHTS AND REMEDIES OF THE COLLATERAL AGENT Section 13.01. Rights and Remedies of the Collateral Agent 110 103 ARTICLE 14 REPRESENTATIONS AND WARRANTIES TO COLLATERAL AGENT; HOLDER COVENANTS Section 14.01. Representations and Warranties 112 104 Section 14.02. Covenants 113 105 ARTICLE 15 THE COLLATERAL AGENT, THE CUSTODIAL AGENT AND THE SECURITIES INTERMEDIARY Section 15.01. Appointment, Powers and Immunities 113 105 Section 15.02. Instructions of the Company 114 107 Section 15.03. Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 114 107 Section 15.04. Certain Rights 115 107 Section 15.05. Merger, Conversion, Consolidation or Succession to Business 115 108 Section 15.06. Rights in Other Capacities 116 108 Section 15.07. Non-reliance on the Collateral Agent, Custodial Agent And Securities Intermediary 116 108 Section 15.08. Compensation and Indemnity 116 109 Section 15.09. Failure to Act 117 109 Section 15.10. Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 118 110 Section 15.11. Right to Appoint Agent or Advisor 119 111 Section 15.12. Survival 119 111 Section 15.13. Exculpation 119 111 Section 15.14. Expenses, Etc 120 Etc. 112 Section 15.15. Force Majeure 120 112 ARTICLE 16 MISCELLANEOUS Section 16.01. Security Interest Absolute 121 Section 16.02. Notice of Termination Event 121 Section 16.03. PATRIOT ACT 121 EXHIBITS Exhibit A — Form of Corporate Units Certificate Exhibit B — Form of Treasury Units Certificate Exhibit C — Instruction to Purchase Contract Agent From Holder (To Create Treasury Units or Corporate Units) Exhibit D — Notice from Purchase Contract Agent to Holders Upon Termination Event (Transfer of Collateral upon Occurrence of a Termination Event) Exhibit E — Notice to Settle with Cash Exhibit F — Instruction from Purchase Contract Agent to Collateral Agent (Creation of Treasury Units) Exhibit G — Instruction from the Collateral Agent to the Securities Intermediary (Creation of Treasury Units) Exhibit H — Instruction from Purchase Contract Agent to Collateral Agent (Recreation of Corporate Units) Exhibit I — Instruction from Collateral Agent to Securities Intermediary (Recreation of Corporate Units) Exhibit J — Notice to Settle with Cash from Purchase Contract Agent to Collateral Agent (Cash Settlement Amounts) Exhibit K — Instruction to Custodial Agent Regarding Remarketing Exhibit L — Instruction to Custodial Agent Regarding Withdrawal from Remarketing Exhibit M — Notice to Settle with Cash After Failed Final Remarketing Exhibit N — Notice from Purchase Contract Agent to Collateral Agent (Settlement with Separate Cash) Exhibit O — Notice of Settlement with Separate Cash from Securities Intermediary to Purchase Contract Agent (Settlement with Separate Cash) Exhibit P — Form of Remarketing Agreement SERIES B PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of June 7, 2013, among DOMINION RESOURCES, INC., a corporation duly organized and existing under the laws of the Commonwealth of Virginia (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).16