Common use of Covenants of LRC Clause in Contracts

Covenants of LRC. LRC hereby agrees as follows: (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC. (2) When applicable law provides more than one method of perfection of BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein. (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law. (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon. (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral. (6) Subject to the express rights of LRC under Pxxxxxxxx 0, XXX shall not surrender or lose possession of (other than to BNPPLC or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail. (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral. (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

Covenants of LRC. LRC hereby agrees as follows: (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC BTMUCLF all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC BTMUCLF may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC BTMUCLF or the security interest granted to BNPPLC BTMUCLF therein and the first priority of such pledge or security interest or to enable BNPPLC BTMUCLF to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC BTMUCLF all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLCBTMUCLF, (B) deliver to BNPPLC BTMUCLF promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC BTMUCLF in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLCBTMUCLF. (2) When applicable law Applicable Law provides more than one method of perfection of BNPPLCBTMUCLF’s security interest in the Collateral, BNPPLC BTMUCLF may choose the method(s) to be used. LRC hereby authorizes BNPPLC BTMUCLF to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein. (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law. (4) LRC shall pay promptly when due all taxes Taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon. (5) LRC shall appear in and defend, on behalf of BNPPLCBTMUCLF, any action or proceeding which may affect LRC’s title to or BNPPLCBTMUCLF’s interest in the Collateral. (6) Subject to the express rights of LRC under Pxxxxxxxx Xxxxxxxxx 0, XXX shall not surrender or lose possession of (other than to BNPPLC BTMUCLF or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). The rights granted to BNPPLC BTMUCLF pursuant to this Agreement are in addition to the rights granted to BNPPLC BTMUCLF in any Control Agreement or other custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail. (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLCBTMUCLF’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLCBTMUCLF’s pledge of or security interest in any Collateral. (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC BTMUCLF of such failure.

Covenants of LRC. LRC hereby agrees as follows: (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC or the security interest granted to BNPPLC therein and the first priority of such pledge or security interest or to enable BNPPLC to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by BNPPLC, (B) deliver to BNPPLC promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLC. (2) When applicable law provides more than one method of perfection of BNPPLC’s security interest in the Collateral, BNPPLC may choose the method(s) to be used. LRC hereby authorizes BNPPLC to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein. (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law. (4) LRC shall pay promptly when due all taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon. (5) LRC shall appear in and defend, on behalf of BNPPLC, any action or proceeding which may affect LRC’s title to or BNPPLC’s interest in the Collateral. (6) Subject to the express rights of LRC under Pxxxxxxxx 0, XXX shall not surrender or lose possession of (other than to BNPPLC or an Intermediary or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). Without limiting the foregoing, LRC will not, with respect to any Pre-lease Collateral, (i) file or permit to be filed any financing or like statement in which BNPPLC is not named as the sole secured party, (ii) consent or be a party to any securities account control agreement or other similar agreement with any Intermediary to which BNPPLC is not also a party, (iii) pledge or otherwise encumber such Pre-lease Collateral, or (iv) except as permitted by the last sentence of subparagraph 5(A)(3) above, sell, assign, or otherwise dispose of, or grant any option with respect to, such Pre-lease Collateral. The rights granted to BNPPLC pursuant to this Agreement are in addition to the rights granted to BNPPLC in any Control Agreement or other custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail. (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLC’s pledge of or security interest in any Collateral. (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in any Pre-lease Collateral, the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC of such failure.

Covenants of LRC. LRC hereby agrees as follows: (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC BTMUCLF all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC BTMUCLF may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC BTMUCLF or the security interest granted to BNPPLC BTMUCLF therein and the first priority of such pledge or security interest or to enable BNPPLC BTMUCLF to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC BTMUCLF all stock powers, endorsements, assignments, financing fmancing statements and other instruments of transfer requested by BNPPLCBTMUCLF, (B) deliver to BNPPLC BTMUCLF promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC BTMUCLF in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLCBTMUCLF. (2) When applicable law Applicable Law provides more than one method of perfection of BNPPLCBTMUCLF’s security interest in the Collateral, BNPPLC BTMUCLF may choose the method(s) to be used. LRC hereby authorizes BNPPLC BTMUCLF to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein. (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law. (4) LRC shall pay promptly when due all taxes Taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon. (5) LRC shall appear in and defend, on behalf of BNPPLCBTMUCLF, any action or proceeding which may affect LRC’s title to or BNPPLCBTMUCLF’s interest in the Collateral. (6) Subject to the express rights of LRC under Pxxxxxxxx Xxxxxxxxx 0, XXX shall not surrender or lose possession of (other than to BNPPLC BTMUCLF or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). The rights granted to BNPPLC BTMUCLF pursuant to this Agreement are in addition to the rights granted to BNPPLC BTMUCLF in any Control Agreement or other custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail. (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLCBTMUCLF’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLCBTMUCLF’s pledge of or security interest in any Collateral. (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC BTMUCLF of such failure.

Covenants of LRC. LRC hereby agrees as follows: (1) LRC, at LRC’s expense, shall promptly procure, execute and deliver to BNPPLC BTMUCLF all documents, instruments and agreements and perform all acts which are necessary or desirable, or which BNPPLC BTMUCLF may request, to establish, maintain, preserve, protect and perfect the Collateral, the pledge thereof to BNPPLC BTMUCLF or the security interest granted to BNPPLC BTMUCLF therein and the first priority of such pledge or security interest or to enable BNPPLC BTMUCLF to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, LRC shall (A) procure, execute and deliver to BNPPLC BTMUCLF all stock powers, endorsements, assignments, financing fmancing statements and other instruments of transfer requested by BNPPLCBTMUCLF, (B) deliver to BNPPLC BTMUCLF promptly upon receipt all originals of Collateral consisting of instruments, documents and chattel paper, and (C) cause the security interest of BNPPLC BTMUCLF in any Collateral consisting of securities to be recorded or registered in the books of any financial intermediary or Clearing System requested by BNPPLCBTMUCLF. (2) When applicable law Applicable Law provides more than one method of perfection of BNPPLCBTMUCLF’s security interest in the Collateral, BNPPLC BTMUCLF may choose the method(s) to be used. LRC hereby authorizes BNPPLC BTMUCLF to file any financing statements or financing statement amendment covering all or any portion of the Collateral or relating to the security interest created herein. (3) LRC shall not use or authorize or consent to any use of any Collateral in violation of any provision of this Agreement or any other Operative Document or any Applicable Law. (4) LRC shall pay promptly when due all taxes Taxes and other governmental charges, Liens and other charges now or hereafter imposed upon, relating to or affecting any Collateral or arising on any interest or earnings thereon. (5) LRC shall appear in and defend, on behalf of BNPPLCBTMUCLF, any action or proceeding which may affect LRC’s title to or BNPPLCBTMUCLF’s interest in the Collateral. (6) Subject to the express rights of LRC under Pxxxxxxxx Xxxxxxxxx 0, XXX shall not surrender or lose possession of (other than to BNPPLC BTMUCLF or an Intermediary or a Deposit Taker pursuant hereto), sell, encumber, lease, rent, option, or otherwise dispose of or transfer any Collateral or right or interest therein, and LRC shall keep the Collateral free of all Liens (other than Liens granted under this Agreement). Without limiting the foregoing, LRC will not, with respect to any Pre-lease Collateral, (i) file or permit to be filed any financing or like statement in which BTMUCLF is not named as the sole secured party, (ii) consent or be a party to any securities account control agreement or other similar agreement with any Intermediary to which BTMUCLF is not also a party, (iii) pledge or otherwise encumber such Pre-lease Collateral, or (iv) except as permitted by the last sentence of subparagraph 5(A)(3) above, sell, assign, or otherwise dispose of, or grant any option with respect to, such Pre-lease Collateral. The rights granted to BNPPLC BTMUCLF pursuant to this Agreement are in addition to the rights granted to BNPPLC BTMUCLF in any Control Agreement or other custody, investment management, trust, account control agreement or similar agreement. In case of conflict between the provisions of this Agreement and of any other such agreement, the provisions of this Agreement will prevail. (7) LRC will not take any action which would in any manner impair the value or enforceability of BNPPLCBTMUCLF’s pledge of or security interest in any Collateral, nor will LRC fail to take any action which is required to prevent (and which LRC knows is required to prevent) an impairment of the value or enforceability of BNPPLCBTMUCLF’s pledge of or security interest in any Collateral. (8) Without limiting the foregoing, within five days after LRC becomes aware of any failure of the pledge or security interest contemplated herein in the Transition Account any Pre-lease Collateral or any Deposit Account or Cash Collateral to be a valid, perfected, first priority pledge or security interest (regardless of the characterization thereof as deposit accounts, securities accounts, instruments or general intangibles under the UCC), LRC shall notify BNPPLC BTMUCLF of such failure.