Common use of Bank's Right Over Securities Clause in Contracts

Bank's Right Over Securities. (a) Without prejudice to Bank’s rights under Applicable Law, until satisfaction of all Liabilities outstanding from time to time (whether actual or contingent) of Customer under or in connection with this Agreement, Bank shall have, and Customer shall grant to Bank a security interest in and a lien on the Financial Assets held in the Securities Account and Bank may withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities, in each case provided the Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances For this purpose, Bank may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies. n (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any amount owing by Customer under this Agreement any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank, provided that Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances. For this purpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. The Bank’s fees for its services under this Agreement (and not including any custody out-of-pocket expenses or advances, including but not limited to: reregistration fees, script fees, ad valorem taxes, securities settlements, stamp duties, Crest fines, ADR/GDR receipt agent pass through charges, and market opening fees,, that have been paid by or incurred by the Bank, at Customer’s request or on Customer’s behalf) shall be excluded from the provisions of Sections 4.3(a) and 4.3(b)

Bank's Right Over Securities. Set-off (a) Without prejudice to Bank’s rights under Applicable Law, until satisfaction of all undisputed Liabilities (other than unpaid fees to Bank for its services under this Agreement) outstanding from time to time (whether actual or contingent) of Customer under or in connection with this Agreement, Bank shall have, and Customer shall grant to Bank a security interest in and a lien on the Financial Assets held in the Securities Account and Bank may shall be entitled without notice to Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such undisputed Liabilities, in each case provided the Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances . For this purpose, Bank may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies. n. (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any amount owing by Customer under this Agreement any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank, provided that Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances. For this purpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. The Bank. (c) Customer grants to the Bank a security interest in and a lien on the Financial Assets held in any given Customer’s fees for its services under this Agreement (Securities Account and not including any custody out-of-pocket expenses or advances, including but not limited to: reregistration fees, script fees, ad valorem taxes, securities settlements, stamp duties, Crest fines, ADR/GDR receipt agent pass through chargesthe cash held in that Customer’s Cash Account to secure the portion of Transfer Account Liabilities with respect to the Customer, and market opening fees,the Bank shall be entitled without prior notice to the Customer (provided that Bank agrees to provide notice to Customer within a commercially reasonable time after any such action is taken), to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities, provided that Bank hereby agrees, that have been paid by when commercially reasonable, it shall apply monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities before selling or incurred by otherwise realizing any of such Financial Assets in the Securities Account, and provided further, that Customer agrees that Bank may so apply monies credited to the Cash Account. For the purpose of effecting the foregoing rights, the Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (d) The Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, the Customer will ensure that the Transfer Agent provides to the Bank, at on a daily basis: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any Transfer Account Liabilities incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer’s request or on Customer’s behalf) shall . The Customer will be excluded responsible for any Transfer Account Liabilities resulting from a failure of the provisions of Sections 4.3(a) Transfer Agent to provide accurate and 4.3(b)timely information to the Bank regarding the Transfer Accounts.

Bank's Right Over Securities. SET-OFF (a) Without prejudice to Bank’s 's rights under Applicable Law, until satisfaction of all undisputed Liabilities (other than unpaid fees to Bank for its services under this Agreement) outstanding from time to time (whether actual or contingent) of Customer under or in connection with this Agreement, Bank shall have, and Customer shall grant to Bank a security interest in and a lien on the Financial Assets held in the Securities Account and Bank may shall be entitled without notice to Customer, to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such undisputed Liabilities, in each case provided the Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances . For this purpose, Bank may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies. n. (b) Without prejudice to Bank’s 's rights under Applicable Law, Bank may set off against any amount owing by Customer under this Agreement any amount in any currency standing to the credit of any of Customer’s 's accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank, provided that Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances. For this purpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. The Bank’s fees for its services under this Agreement . (c) Customer grants to the Bank a security interest in and not including a lien on the Financial Assets held in any custody out-of-pocket expenses or advances, including but not limited to: reregistration fees, script fees, ad valorem taxes, securities settlements, stamp duties, Crest fines, ADR/GDR receipt agent pass through chargesgiven Customer's Securities Account and the cash held in that Customer's Cash Account to secure the portion of Transfer Account Liabilities with respect to the Customer, and market opening fees,the Bank shall be entitled without prior notice to the Customer (provided that Bank agrees to provide notice to Customer within a commercially reasonable time after any such action is taken), to withhold delivery of such Financial Assets, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities, provided that Bank hereby agrees, that have been paid by when commercially reasonable, it shall apply monies credited to the Cash Account in satisfaction of such Transfer Account Liabilities before selling or incurred by otherwise realizing any of such Financial Assets in the Securities Account, and provided further, that Customer agrees that Bank may so apply monies credited to the Cash Account. For the purpose of effecting the foregoing rights, the Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (d) The Customer will be solely responsible for ensuring that the Transfer Agent maintains sufficient records and internal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, the Customer will ensure that the Transfer Agent provides to the Bank, at on a daily basis: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any Transfer Account Liabilities incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer’s request or on Customer’s behalf) shall . The Customer will be excluded responsible for any Transfer Account Liabilities resulting from a failure of the provisions of Sections 4.3(a) Transfer Agent to provide accurate and 4.3(b)timely information to the Bank regarding the Transfer Accounts.

Bank's Right Over Securities. Set-off. (a) Without prejudice to Bank’s rights under Applicable Law, until satisfaction of all Liabilities outstanding from time to time (whether actual or contingent) of Customer under or in connection with this Agreement, Bank shall have, and Customer shall grant to grants Bank a security interest in and a lien on the Financial Assets held in the Securities Account as security for any and all amounts which are now or become owing to Bank may withhold delivery under any provision of such Financial Assetsthis Agreement, sell whether or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to the Cash Account in satisfaction of such Liabilities, in each case provided the Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances For this purpose, Bank may make such currency conversions as may be necessary at its then current rates for the sale and purchase of relevant currencies. nnot matured or contingent (“Indebtedness”). (b) Without prejudice to Bank’s rights under Applicable Law, Bank may set off against any amount owing by Customer under this Agreement Indebtedness any amount in any currency standing to the credit of any of Customer’s accounts (whether deposit or otherwise) with any Bank branch or office or with any Affiliate of Bank, provided that Bank makes a good faith effort to provide Customer with as much prior notice with respect to such action as is practicable under the circumstances. For this purpose, Bank shall be entitled to accelerate the maturity of any fixed term deposits and to effect such currency conversions as may be necessary at its current rates for the sale and purchase of the relevant currencies. (c) With respect to any obligation of a Customer arising out of this Agreement, the Bank shall look for payment or satisfaction of such obligation solely to the assets of the Customer to which such obligation relates as though the Bank had separately contracted by separate written instrument with respect to each Customer. (d) Customer grants to Bank a security interest in and a lien on the Financial Assets held in a Customer’s Securities Account and the cash held in that Customer’s Cash Account to secure that portion of any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities, and Bank shall be entitled (i) without notice, to segregate, place a hold on and/or withhold delivery of such Financial Assets and cash to satisfy such Customer’s Transfer Account Liabilities and (ii) upon notice to the Board of such Customer, sell or otherwise realize any of such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities. The Without prejudice to Bank’s fees rights under Applicable Laws, Bank may, upon notice to the Board of such Customer, set off any Overdraft, obligation, or other Liability owing with respect to a Transfer Account that constitute that Customer’s Transfer Account Liabilities against any amount in any currency standing to the credit of any of that Customer’s accounts (whether deposit or otherwise) with any Bank branch or office. EXECUTION (e) Customer will be solely responsible for its services under this Agreement (ensuring that the Transfer Agent maintains sufficient records and not including any custody out-of-pocket expenses or advancesinternal controls to monitor and reconcile daily activity with respect to amounts and transactions in the Transfer Accounts that are attributable to each Customer. In particular, including but not limited to: reregistration fees, script fees, ad valorem taxes, securities settlements, stamp duties, Crest fines, ADR/GDR receipt agent pass through charges, and market opening fees,, Customer will ensure that have been paid by or incurred by the Transfer Agent provides to the Bank, at promptly upon request: (1) information as to the amount of cash attributable to each Customer in the Transfer Accounts, (2) information regarding the transactions of each Customer that are processed through the Transfer Accounts, and (3) records to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer. Customer will be responsible for any Liabilities resulting from a failure or delay of the Transfer Agent to provide accurate and timely information to the Bank regarding the Transfer Accounts. (f) The Bank hereby agrees that it will follow the following procedures in connection with enforcing a lien or right of set-off against a Customer’s request assets pursuant to this Section 4.3. (i) The Bank will comply with all applicable laws, rules and regulations in connection with enforcing a lien or on right of set-off against a Customer’s behalf) shall be excluded from the assets, including all applicable provisions of Sections 4.3(astate law relating to enforcement of rights of set off or liens against securities and other property held in bailment. (ii) To enforce a right of set-off or a lien pursuant to Sub-section 4.3 (a) or (b) of the Agreement, regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (x) without notice, segregate, place a hold on and/or withhold delivery of Financial Assets in such Customer’s Securities Account and 4.3(bcash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (y) give written notice (‘“Notice”) to the Board of the applicable Customer of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Indebtedness if the amount the Bank has determined in good faith is due and payable are not repaid within two business days allowing the notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iii) Prior to enforcing a right of set-off or a lien against a Customer’s assets pursuant to Sub-section 4.3(d), regardless of any other notice requirements under Applicable Laws, rules or regulations or any applicable terms of the Agreement, the Bank will (w) send a written request to the Transfer Agent, with a copy to the Board of the Customers, for information sufficient to identify and support any obligations, Liabilities, and/or Overdrafts incurred or created in connection with the transactions processed through the Transfer Accounts that are attributable to each Customer; (x) upon receipt of such information, the Bank will, segregate, EXECUTION place a hold on and/or withhold delivery of Financial Assets in each such Customer’s Securities Account and cash in its Cash Account with a market value equal to the amount the Bank has determined in good faith is due and payable; and (z) give Notice to the Board of the applicable Customers of its intention to sell or otherwise realize such Financial Assets and to apply the proceeds and any other monies credited to that Customer’s Cash Account in satisfaction of its Transfer Account Liabilities, if the amount the Bank has determined in good faith is due and payable are not repaid within two business days following the Notice. The Customer may request the Bank to substitute different Financial Assets for the Financial Assets segregated by the Bank and the Bank will not unreasonably deny such request. (iv) The Bank will not obtain through enforcement of the right of set-off or the lien more than the amount it has determined in good faith to be owed. (v) The Bank will seek to enforce the right of set-off or the lien first against a Customer’s cash assets, and then only against portfolio securities or other property for which a readily ascertainable market price can be obtained. (vi) The Bank will arrange for the sale of any such Financial Assets in nominal market transactions and will not arrange for the sale of such Financial Assets in circumstances that, to the best of its knowledge, independently would raise affiliated transaction concerns under the 1940 Act.