Common use of Additional Covenants of Counterparty Clause in Contracts

Additional Covenants of Counterparty. Counterparty covenants and agrees with BofA that: (i) if the Transaction relates to a position in restricted or control securities within the meaning and scope of Rule 144, promulgated under the Securities Act, Counterparty shall: (A) provide accurate and complete information upon request of BofA concerning the manner of acquisition, duration of holding period, or the size of such securities position, any affiliation with the Issuer, and prior or anticipated sales, agreements, rights, options, sales, lock-up arrangements, aggregation requirements, and/or any other information relating to such securities; (B) file or cause to be filed with the Securities and Exchange Commission or any other governmental, regulatory, or self-regulatory authority, any and all disclosure documents which may be required or appropriate, including, but not limited to, the disclosure documents required by Rule 144 and/or Sections 13 or 16 of the Securities Exchange Act of 1934, as amended; and (C) promptly advise BofA prior to making any sales of, or executing any other transaction or agreement involving, such securities which are the subject of this Transaction; and (ii) if the Transaction may involve, require or result in the delivery of securities or other financial assets, Counterparty is the legal and sole beneficial owner of the pledged Shares, and the same are free and clear of any all liens, charges, equities of redemption, rights of pre-emption, and any other security interests or encumbrances whatsoever other than Rule 145 restrictions; provided however, that if the pledged Shares are held through a Clearance System, (a) recordation of legal title in the name of such Clearance System or its nominee, and (b) liens on the pledged Shares of the type that are routinely imposed on all securities in such Clearance System, shall be permitted.

Additional Covenants of Counterparty. Counterparty covenants ------------------------------------- and agrees with BofA that: (i) if the Transaction relates to a position in restricted or control securities within the meaning and scope of Rule 144, promulgated under the Securities Act, Counterparty shall: (A) provide accurate and complete information upon request of BofA concerning the manner of acquisition, duration of holding period, or the size of such securities position, any affiliation with the Issuer, and prior or anticipated sales, agreements, rights, options, sales, lock-up arrangements, aggregation requirements, and/or any other information relating to such securities; (B) file or cause to be filed with the Securities and Exchange Commission or any other governmental, regulatory, or self-regulatory authority, any and all disclosure documents which may be required or appropriate, including, but not limited to, the disclosure documents required by Rule 144 and/or Sections 13 or 16 of the Securities Exchange Act of 1934, as amended; and (C) promptly advise BofA prior to making any sales of, or executing any other transaction or agreement involving, such securities which are the subject of this Transaction; and (ii) if the Transaction may involve, require or result in the delivery of securities or other financial assets, Counterparty is the legal and sole beneficial owner of the pledged Shares, and the same are free and clear of any all liens, charges, equities of redemption, rights of pre-emption, and any other security interests or encumbrances whatsoever other than Rule 145 restrictions; provided however, that if the pledged Shares are held through a Clearance System, (a) recordation of legal March 15, 2002 title in the name of such Clearance System or its nominee, and (b) liens on the pledged Shares of the type that are routinely imposed on all securities in such Clearance System, shall be permitted.