Common use of General Lien; Delivery of Collateral Clause in Contracts

General Lien; Delivery of Collateral. Client hereby grants a first priority perfected security interest in, and right of setoff against, all securities and other property, and the proceeds thereof, and all obligations, whether or not due, which are held, carried or maintained by GS or in the possession or control of GS or which are, or may become, due to Client (either individually or jointly with others or in which Client has any interest) and all rights Client may have against GS (including all Client’s rights, title or interest in, to or under, any agreement or contract with GS) as security for the performance of all Client’s obligations to GS. Client shall execute such documents and take such other action as GS shall reasonably request in order to perfect GS’ rights with respect to any such securities and other property. In addition, Client appoints GS as Client’s attorney-in-fact to act on Client’s behalf to sign, seal, execute and deliver all documents, and do all acts, as may be required, or as GS shall determine to be advisable, to perfect the security interests created hereunder in, to provide for GS control of, or to realize upon any rights of GS in, any or all of the securities and other property. Client further agrees that GS may, in its discretion at any time and from time to time, require Client to deliver collateral to margin and secure Client’s performance of any obligations to GS. Such collateral shall be delivered, upon demand, in such amount and form and to such account or recipient as GS shall specify. GS may, in its discretion and without notice to Client, deduct any amounts from Client’s Account and apply or transfer any of Client’s securities and other property interchangeably between any accounts in which Client has an interest, each of which constitutes unconditional security for all obligations of Client. With respect to securities and other property pledged principally to secure obligations under an agreement with GS, GS shall have the right, but in no event the obligation, to apply all or any portion of such securities or other property to Client’s obligations to GS under any other agreement. Under no circumstances shall any securities or other property pledged principally to secure obligations to GS under an agreement with Client be required to be applied or transferred to secure other obligations to GS or to be released if GS determines that subsequent to such transfer GS would be undersecured with respect to any obligations of Client (whether or not contingent or matured). GS is hereby authorized without further consent of Client to extend financing from time to time to Client under any agreement between GS and Client in its discretion and to use the proceeds of such financing to repay any financing by GS to Client under another agreement between GS and Client. Client acknowledges that GS&Co. and its present and future affiliates act as agents for each other in respect of the assets subject to the security interest as described above and that GS&Co. and each such affiliate shall comply with any entitlement orders or instructions originated by any of them with respect to such assets or distribute any value in respect of any such assets at the direction of any of them, in each case without any further consent of Client. For purposes of Articles 8 and 9 of the New York Uniform Commercial Code (“UCC”), to the extent that Client has any control with respect to any such assets, upon the occurrence of a Close-Out Event as defined below, Client shall no longer have any control over such assets. GS&Co. and each such affiliate and Client agree that all such assets credited to any securities account maintained on the books of GS&Co. or any such affiliate shall be treated as a financial asset for purposes of the UCC. GS&Co. and each such affiliate hereby notify each other of, and each of them acknowledges, the first priority perfected security interest granted by Client hereunder. Client (and each person acting on Client’s behalf) agrees that any assets pledged as collateral by Client in connection with any transaction entered into under this New Account Agreement will not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”).

General Lien; Delivery of Collateral. Client hereby grants to Clearing Firm and its Affiliates a first priority perfected security interest in, and right of setoff set-off against, all securities and other property, and the proceeds thereof, and all obligations, whether or not due, which are held, carried or maintained by GS Clearing Firm and its Affiliates or in the possession or control of GS Clearing Firm and its Affiliates or which are, or may become, due to Client (either individually or jointly with others or in which Client has any interest) and all rights Client may have against GS Broker or Clearing Firm (including all Client’s rights, title or interest in, to or under, any agreement or contract with GSBroker or Clearing Firm) as security for the performance of all Client’s obligations to GSBroker or Clearing Firm and its Affiliates. Client shall execute such documents and take such other action as GS Broker or Clearing Firm shall reasonably request in order to perfect GS’ Clearing Firm’s rights with respect to any such securities and other property. In addition, Client appoints GS Broker and Clearing Firm as Client’s attorney-in-fact to act on Client’s behalf to sign, seal, execute and deliver all documents, and do all acts, as may be required, or as GS Broker or Clearing Firm shall determine to be advisable, to perfect the security interests created hereunder in, to provide for GS Broker and Clearing Firm’s control of, or to realize upon any rights of GS Clearing Firm in, any or all of the securities and other property. Client further agrees that GS Broker and Clearing Firm and its Affiliates may, in its their discretion at any time and from time to time, require Client to deliver collateral to margin and secure Client’s performance of any obligations to GSBroker and Clearing Firm and its Affiliates. Such collateral shall be delivered, upon demand, in such amount and form and to such account or recipient as GS Broker and Clearing Firm and its Affiliates shall specify. GS Broker and Clearing Firm and its Affiliates may, in its their discretion and without notice to Client, deduct any amounts from Client’s Account and apply or transfer any of Client’s securities and other property interchangeably between any of Client’s accounts in which Client has an interest, each of which constitutes unconditional security for all obligations of Client. With respect to securities and other property pledged principally to secure obligations under an agreement with GSBroker, GS Broker and Clearing Firm shall have the right, but in no event the obligation, to apply all or any portion of such securities or other property to Client’s obligations to GS Broker or Clearing Firm under any other agreement. Under no circumstances shall any securities or other property pledged principally to secure obligations to GS Broker or Clearing Firm under an agreement with Client be required to be applied or transferred to secure other obligations to GS Broker or Clearing Firm or to be released if GS Broker or Clearing Firm determines that subsequent to such transfer GS Broker or Clearing Firm would be undersecured with respect to any obligations of Client (whether or not contingent or matured). GS Clearing Firm is hereby authorized without further consent of Client to extend financing from time to time to Client under any agreement between GS Clearing Firm and Client in its discretion and to use the proceeds of such financing to repay any financing by GS Clearing Firm to Client under another agreement between GS Clearing Firm and Client. Client acknowledges that GS&Co. Clearing Firm and its present and future affiliates Affiliates act as agents for each other in respect of the assets subject to the security interest as described above and that GS&Co. Clearing Firm and each such affiliate Affiliate shall comply with any entitlement orders or instructions originated by any of them with respect to such assets or distribute any value in respect of any such assets at the direction of any of them, in each case without any further consent of Client. For purposes of Articles 8 and 9 of the New York Uniform Commercial Code (“UCC”), to the extent that Client has any control with respect to any such assets, upon the occurrence of a Close-Out Event (as defined below), Client shall no longer have any control over such assets. GS&Co. Broker, Client, Clearing Firm and each such affiliate and Client its Affiliates agree that all such assets credited to any securities account maintained on the books of GS&Co. or any such affiliate carried by Clearing Firm or its Affiliates shall be treated as a financial asset for purposes of the UCC. GS&Co. Broker, Clearing Firm and each such affiliate Affiliate hereby notify each other ofother, and each of them acknowledges, the first priority perfected security interest granted by Client hereunder. Client (and each person acting on Client’s behalf) agrees that any assets pledged as collateral by Client in connection with any transaction entered into under this New Account Agreement will not constitute “"plan assets” " under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”).

General Lien; Delivery of Collateral. Client hereby grants a first priority perfected security interest in, and right of setoff against, all securities and other property, and the proceeds thereof, and all obligations, whether or not due, which are held, carried or maintained by GS or in the possession or control of GS or which are, or may become, due to Client (either individually or jointly with others or in which Client has any interest) and all rights Client may have against GS (including all Client’s rights, title or interest in, to or under, any agreement or contract with GS) as security for the performance of all Client’s obligations to GS. Client shall execute such documents and take such other action as GS shall reasonably request in order to perfect GS’ rights with respect to any such securities and other property. In addition, Client appoints GS as Client’s attorney-in-fact to act on Client’s behalf to sign, seal, execute and deliver all documents, and do all acts, as may be required, or as GS shall determine to be advisable, to perfect the security interests created hereunder in, to provide for GS control of, or to realize upon any rights of GS in, any or all of the securities and other propertyto. Client further agrees that GS may, in its discretion at any time and from time to time, require Client to deliver collateral to margin and secure Client’s performance of any obligations to GSto. Such collateral shall be delivered, upon demand, in such amount and form and to such account or recipient as GS shall specify. GS may, in its discretion and without notice to Client, deduct any amounts from Client’s Account and apply or transfer any of Client’s securities and other property interchangeably between any accounts in which Client has an interestof Client’s Accounts, each of which constitutes unconditional security for all obligations of Client. With respect to securities and other property pledged principally to secure obligations under an agreement with GS, GS shall have the right, but in no event the obligation, to apply all or any portion of such securities or other property to Client’s obligations to GS under any other agreement. Under no circumstances shall any securities or other property pledged principally to secure obligations to GS under an agreement with Client be required to be applied or transferred to secure other obligations to GS or to be released if GS determines that subsequent to such transfer GS would be undersecured with respect to any obligations of Client (whether or not contingent or matured). GS is hereby authorized without further consent of Client to extend financing from time to time to Client under any agreement between GS and Client in its discretion and to use the proceeds of such financing to repay any financing by GS to Client under another agreement between GS and Client. Client acknowledges that GS&Co. and its present and future affiliates act as agents for each other in respect of the assets subject to the security interest as described above and that GS&Co. and each such affiliate shall comply with any entitlement orders or instructions originated by any of them with respect to such assets or distribute any value in respect of any such assets at the direction of any of them, in each case without any further consent of Client. For purposes of Articles 8 and 9 of the New York Uniform Commercial Code (“UCC”), to the extent that Client has any control with respect to any such assets, upon the occurrence of a Close-Out Event as defined below, Client shall no longer have any control over such assets. GS&Co. and each such affiliate and Client agree that all such assets credited to any securities account maintained on the books of GS&Co. or any such affiliate shall be treated as a financial asset for purposes of the UCC. GS&Co. and each such affiliate hereby notify each other of, and each of them acknowledges, the first priority perfected security interest granted by Client hereunder. The Client (and each person acting on the Client’s behalf) agrees that any assets pledged as collateral by the Client in connection with any transaction entered into under this New Account Agreement will not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”).

General Lien; Delivery of Collateral. Client hereby grants to GS a first priority perfected security interest in, and right of setoff against, all securities accounts, commodity accounts and deposit accounts maintained by any GS entity (including without limitation the Accounts) and all securities, financial assets and other property, and the proceeds thereof, and all obligations, whether or not due, which are held, carried or maintained by GS or in the possession or control of GS or which are, or may become, due to Client (either individually or jointly with others or in which Client has any interest) and all rights Client may have against GS (including all Client’s 's rights, title or interest in, to or under, any agreement or contract with GS) and the proceeds of each of the foregoing as security for the performance of all Client’s 's obligations to GS. Client shall execute such documents and take such other action as GS shall reasonably request in order to perfect GS’ 's rights with respect to any such securities and other property. In addition, Client appoints GS as Client’s 's attorney-in-fact to act on Client’s 's behalf to sign, seal, execute and deliver all documents, and do all acts, as may be required, or as GS shall determine to be advisable, to perfect the security interests created hereunder in, to provide for GS control of, or to realize upon any rights of GS in, any or all of the securities and other property. Client further agrees that GS may, in its discretion at any time and from time to time, require Client to deliver collateral to margin and secure Client’s 's performance of any obligations to GS. Such collateral shall be delivered, upon demand, in such amount and form and to such account or recipient as GS shall specify. GS may, in its discretion and without notice to Client, deduct any amounts from Client’s 's Account and apply or transfer any of Client’s 's securities and other property interchangeably between any accounts in which Client has an interest, each of which constitutes unconditional security for all obligations of Client. With respect to securities and other property pledged principally to secure obligations under an agreement with GS, GS shall have the right, but in no event the obligation, to apply all or any portion of such securities or other property to Client’s 's obligations to GS under any other agreement. Under no circumstances shall any securities or other property pledged principally to secure obligations to GS under an agreement with Client be required to be applied or transferred to secure other obligations to GS or to be released if GS determines that subsequent to such transfer GS would be undersecured with respect to any obligations of Client (whether or not contingent or matured). GS is hereby authorized without further consent of Client to extend financing from time to time to Client under any agreement between GS and Client in its discretion and to use the proceeds of such financing to repay any financing by GS to Client under another agreement between GS and Client. The security interest granted hereunder with respect to the Accounts, all securities, financial assets and other property, as well as obligations, held, carried or maintained by GS&Co. or in the possession or control of GS&Co. which are, or may become, due to Client, in each case in connection with the Accounts or this New Account Agreement, and Client's rights against GS&Co. in connection with this New Account Agreement, as well as the proceeds of each of the foregoing, shall secure first Client's obligations to GS&Co. and second, Client's obligations to other GS entities. Client acknowledges that GS&Co. and its present and future affiliates act as agents for each other in respect of the assets subject to the security interest as described above and that GS&Co. and each such affiliate shall shall, and GS&Co. hereby agrees to comply with any entitlement orders or instructions originated by any of them with respect to such assets or distribute any value in respect of any such assets at the direction of any of them, in each case without any further consent of Client. Client agrees that the GS entities may enter into one or more intercompany account control agreements among themselves to give further effect to the foregoing. For purposes of Articles 8 and 9 of the New York Uniform Commercial Code (“UCC”), to the extent that Client has any control with respect to any such assets, upon the occurrence of a Close-Out Event as defined below, Client shall no longer have any control over such assets. GS&Co. and each such affiliate and Client agree that all such assets credited to any securities account maintained on the books of GS&Co. or any such affiliate shall be treated as a financial asset for purposes of the UCC. GS&Co. and each such affiliate hereby notify each other of, and each of them acknowledges, the first priority perfected security interest granted by Client hereunder. Client (and each person acting on Client’s 's behalf) agrees that any assets pledged as collateral by Client in connection with any transaction entered into under this New Account Agreement will not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”).

General Lien; Delivery of Collateral. Client hereby grants to GS a first priority perfected security interest in, and right of setoff against, all securities and other property, and the proceeds thereof, and all obligations, whether or not due, which are held, carried or maintained by GS or in the possession or control of GS or which are, or may become, due to Client (either individually or jointly with others or in which Client has any interest) and all rights Client may have against GS (including all Client’s rights, title or interest in, to or under, any agreement or contract with GS) as security for the performance of all Client’s obligations to GS. Client shall execute such documents and take such other action as GS shall reasonably request in order to perfect GS’ ’s rights with respect to any such securities and other property. In addition, Client appoints GS as Client’s attorney-in-fact to act on Client’s behalf to sign, seal, execute and deliver all documents, and do all acts, as may be required, or as GS shall determine to be advisable, to perfect the security interests created hereunder in, to provide for GS control of, or to realize upon any rights of GS in, any or all of the securities and other property. Client further agrees that GS may, in its discretion at any time and from time to time, require Client to deliver collateral to margin and secure Client’s performance of any obligations to GS. Such collateral shall be delivered, upon demand, in such amount and form and to such account or recipient as GS shall specify. GS may, in its discretion and without notice to Client, deduct any amounts from Client’s Account and apply or transfer any of Client’s securities and other property interchangeably between any accounts in which Client has an interest, each of which constitutes unconditional security for all obligations of Client. With respect to securities and other property pledged principally to secure obligations under an agreement with GS, GS shall have the right, but in no event the obligation, to apply all or any portion of such securities or other property to Client’s obligations to GS under any other agreement. Under no circumstances shall any securities or other property pledged principally to secure obligations to GS under an agreement with Client be required to be applied or transferred to secure other obligations to GS or to be released if GS determines that subsequent to such transfer GS would be undersecured with respect to any obligations of Client (whether or not contingent or matured). GS is hereby authorized without further consent of Client to extend financing from time to time to Client under any agreement between GS and Client in its discretion and to use the proceeds of such financing to repay any financing by GS to Client under another agreement between GS and Client. Client acknowledges that GS&Co. and its present and future affiliates act as agents for each other in respect of the assets subject to the security interest as described above and that GS&Co. and each such affiliate shall comply with any entitlement orders or instructions originated by any of them with respect to such assets or distribute any value in respect of any such assets at the direction of any of them, in each case without any further consent of Client. For purposes of Articles 8 and 9 of the New York Uniform Commercial Code (“UCC”), to the extent that Client has any control with respect to any such assets, upon the occurrence of a Close-Out Event as defined below, Client shall no longer have any control over such assets. GS&Co. and each such affiliate and Client agree that all such assets credited to any securities account maintained on the books of GS&Co. or any such affiliate shall be treated as a financial asset for purposes of the UCC. GS&Co. and each such affiliate hereby notify each other of, and each of them acknowledges, the first priority perfected security interest granted by Client hereunder. Client (and each person acting on Client’s behalf) agrees that any assets pledged as collateral by Client in connection with any transaction entered into under this New Account Agreement will not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986 (the “Code”).