Common use of COMPLIANCE WITH POLICIES AND PROCEDURES Clause in Contracts

COMPLIANCE WITH POLICIES AND PROCEDURES. (a) Until the Non-Control Date (or such earlier date as BNPP shall determine), the Company agrees that it shall, and shall cause each of its Subsidiaries to: (i) maintain, observe and comply with the BNPP Policy Framework (unless BNPP otherwise authorizes or directs or provides in writing for an earlier termination date in respect of any policy or procedure, in which case such specified date shall apply) to the extent necessary for BNPP to comply with its legal and regulatory obligations under Applicable Law; (ii) not adopt or implement any policies or procedures, and at BNPP’s reasonable request, refrain from taking any actions, that would cause BNPP or any of its Subsidiaries to violate any Applicable Law to which BNPP is subject; and (iii) unless such action requires the approval by BNPP pursuant to Section 3.1(d)(i), prior to implementing, amending or rescinding any risk, capital, investment, asset-liability management or regulatory compliance, consult with the BNPP Authorized Person, and, to the extent consistent with its fiduciary duties, the Board of Directors shall take into account the reasonable interests of BNPP with respect thereto; provided, that this Section 4.1(a) shall not require the Company to take any action (including adopting or implementing any policy) or refrain from taking any action where such action or inaction would cause the Company or any of its Subsidiaries to violate Applicable Law. (b) Until the Deconsolidation Date (or such earlier date as BNPP shall determine) the Company shall comply with CRD IV and any similar regulations to which BNPP is subject and the Company’s compensation committee shall exercise its authority in compliance with any BNPP policy related to compensation matters to the extent necessary for BNPP to comply with CRD IV and any similar regulations to which BNPP is subject.