Common use of Security Interest and Lien Clause in Contracts

Security Interest and Lien. You hereby grant to each Bear ▇▇▇▇▇▇▇ entity a valid and first priority, perfected, continuing security interest in and assign (a) all property now or hereafter held or carried by any Bear ▇▇▇▇▇▇▇ entity in any of your accounts, all property in which you now have or hereafter acquire an interest which is now or hereafter held by or through any Bear ▇▇▇▇▇▇▇ entity and all property held or otherwise subject to the control of any Bear ▇▇▇▇▇▇▇ entity or agent thereof, including (without limitation) all margin, securities, monies, and investment property (including without limitation all financial assets and instruments), (b) all rights you have in any Obligation (as defined in Paragraph 3 below) of any Bear ▇▇▇▇▇▇▇ entity, (c) any and all rights, claims or causes of action you may now or hereafter have against any Bear ▇▇▇▇▇▇▇ entity (including without limitation all rights you have in any repurchase agreement to which any Bear ▇▇▇▇▇▇▇ entity is a party) and (d) all proceeds of or distributions on any of the foregoing (collectively (a) through (d), “Collateral”), as security and margin for the payment and performance of any and all of your Obligations to each Bear ▇▇▇▇▇▇▇ entity; provided, however, that Collateral pledged by you in connection with a particular Activity shall secure first your Obligations with respect to that Activity and, second, your Obligations with respect to all Activities. The description of any property that is Collateral with respect to any Activity, including, but not limited to, Collateral described in any confirmation, account statement, or Activity Report (as defined in Paragraph 8 below), is hereby incorporated into this Agreement as if fully set forth herein and constitutes Collateral hereunder. You and each Bear ▇▇▇▇▇▇▇ entity, hereby acknowledge and agree, for the benefit of each Bear ▇▇▇▇▇▇▇ entity, that all Collateral is held as Collateral by each Bear ▇▇▇▇▇▇▇ entity for itself, and, as agent and bailee for all other Bear ▇▇▇▇▇▇▇ entities. Each Bear ▇▇▇▇▇▇▇ entity agrees to act as agent and bailee of and for each other Bear ▇▇▇▇▇▇▇ entity in respect of the Collateral and shall hold any Collateral both as secured party and as agent and bailee of and for each other Bear ▇▇▇▇▇▇▇ entity. Each Bear ▇▇▇▇▇▇▇ entity, shall, and hereby agrees to, and you agree that it may comply, without your further consent, with any orders or instructions of each other Bear ▇▇▇▇▇▇▇ entity with respect to the Collateral, including (without limitation), (a) any entitlement orders or other instructions, including without limitation, all notifications it receives directing it to transfer (including, without limitation, to a Bear ▇▇▇▇▇▇▇ entity) or redeem any Collateral and (b) if the Bear ▇▇▇▇▇▇▇ entity is a commodity intermediary, any instructions to such Bear ▇▇▇▇▇▇▇ entity to apply any value distributed on account of a commodity contract as directed by each other Bear ▇▇▇▇▇▇▇ entity. Each Bears ▇▇▇▇▇▇▇ entity has the right, in its sole discretion, to not comply with (i) any entitlement order or other instructions originated by you or a third party that would require a Bear ▇▇▇▇▇▇▇ entity to make a delivery of Collateral to you or any other person and (ii) any instruction from you to apply any value on account of any commodity contract (whether such value is distributable or not), to the extent that such Collateral is necessary to satisfy any Obligation (including, without limitation, any requirement for margin or other security) to itself or any Bear ▇▇▇▇▇▇▇ entity if such other Bear ▇▇▇▇▇▇▇ entity requests (orally or in writing, itself or through an agent) that such entitlement order or instruction not be complied with. You agree that the actions of a Bear ▇▇▇▇▇▇▇ entity in not complying with your instructions as allowed in this Paragraph 3 satisfy any duties we may have under the Uniform Commercial Code. This Paragraph 3 shall survive the termination of this Agreement, thereby extending the right to any lien and security interest until such time as, in the sole discretion of Bear ▇▇▇▇▇▇▇, security for the repayment of your Obligations in no longer required. Each Activity has been entered into in consideration of each other Activity and your performance of each and every one of your Obligations when due is a condition precedent to Bear ▇▇▇▇▇▇▇’ performance of its Obligations; provided, however, that Activities shall not be merged. In furtherance of the foregoing, any Bear ▇▇▇▇▇▇▇ entity may, at any time and without prior notice to you, use, credit, apply or transfer any such Collateral (or make other arrangements) at, or with respect to any Obligation to, any Bear ▇▇▇▇▇▇▇ entity to satisfy or secure any of your Obligations.