Common use of Security Interest and Rights Respecting Collateral Clause in Contracts

Security Interest and Rights Respecting Collateral. (i) Customer hereby assigns, pledges and transfers to Xxxxxx Xxxxxxx and grants to Xxxxxx Xxxxxxx, and to any of its affiliates that may from time to time hold Contracts or Collateral for or on behalf of Customer in connection with the execution or clearing of any transaction in such Contracts or settlement or custody of such Collateral, a security interest in and continuing first priority lien on all of Customer’s right, title and interest in (a) the Account and all assets (including security entitlements, commodity contracts, financial assets, proceeds, and investment property (each as defined in the New York Uniform Commercial Code (“UCC”)) credited thereto, including assets held by any clearing organization in respect of Contracts, as well as other property of Customer (including any securities accounts, commodity accounts, security entitlements, commodity contracts, financial assets and investment property (each as defined in the UCC)) held in respect of Contracts by or for Xxxxxx Xxxxxxx, any clearing organization or any agent acting for Xxxxxx Xxxxxxx in connection with any transaction in Contracts; and (b) Customer’s Contracts and all rights to payment thereunder (collectively, the “Collateral”). The foregoing grant of security secures, to the extent permissible by Applicable Law, all obligations of Customer now or hereafter owing to Xxxxxx Xxxxxxx, including, without limitation, all Losses incurred by Xxxxxx Xxxxxxx in connection with the enforcement of this Agreement and the security interest created hereunder. The foregoing security interest in the Collateral is hereby assigned, pledged and transferred as well to any affiliate of Xxxxxx Xxxxxxx that may from time to time hold Contracts or Collateral for or on behalf of Customer in connection with the execution or clearing of any transaction in such Contracts or settlement or custody of such Collateral. Upon the occurrence of an Event of Default, Xxxxxx Xxxxxxx shall have and may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it pursuant to Applicable Law, at law or in equity, all the rights and remedies of a secured party upon default under Applicable Law, including but not limited to the UCC, whether or not the UCC applies to the affected Collateral, to the fullest extent permitted under Applicable Law. Customer agrees to execute any documents reasonably required by Xxxxxx Xxxxxxx for the perfection or negotiation of such general lien or security interest. Customer acknowledges that Xxxxxx Xxxxxxx and certain of its affiliates have entered into a control agreement under which Collateral could be made available to satisfy Customer’s obligations to one or more such affiliates upon a default or termination event in respect Customer’s account relationship with such affiliate. Customer and Xxxxxx Xxxxxxx agree that Xxxxxx Xxxxxxx’x use of the Collateral shall at all times be subject to and in accordance with Applicable Law. (ii) If Customer is resident of or domiciled in, or if any of the Collateral is subject to Applicable Law of, any jurisdiction in which a security interest in the Collateral cannot be created solely by means of Customer’s pledge of such Collateral to Xxxxxx Xxxxxxx (or any jurisdiction in which the security interest arising under such a pledge would require local registration in order to be perfected), then the parties agree that, with respect to such a jurisdiction, all right, title and interest in and to the Collateral shall vest via transfer of title in Xxxxxx Xxxxxxx free and clear of any liens, claims, charges or encumbrances or any other interest of Customer or of any third party (other than a lien routinely imposed on all securities in a relevant clearance system).

Security Interest and Rights Respecting Collateral. (i) Customer hereby assigns, pledges and transfers to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and grants to Xxxxxx Xxxxxxx, and to any of its affiliates that may from time to time hold Contracts or Collateral for or on behalf of Customer in connection with the execution or clearing of any transaction in such Contracts or settlement or custody of such Collateral, Mxxxxx Sxxxxxx a security interest in and continuing first priority lien on all of Customer’s right, title and interest in (a) the Account and any and all assets (including security securities entitlements, commodity contractssecurities, financial assetsfunds and other property from time to time credited to the Account, proceeds, and investment property (each as defined in the New York Uniform Commercial Code (“UCC”)) credited thereto, including assets held by any clearing organization in respect of Contracts, as well as other property of Customer (including any securities accounts, commodity accounts, security entitlements, commodity contracts, financial assets and investment property (each as defined in the UCC)) held in respect of Contracts by or for Xxxxxx Xxxxxxx, any clearing organization Mxxxxx Sxxxxxx or any agent acting of its affiliates, or carried by others for Xxxxxx Xxxxxxx in connection with any transaction in Contracts; the Account, whether now owned or existing or hereafter acquired and (b) Customer’s Contracts wherever located and all rights to payment thereunder proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing grant of security secures, to the extent permissible by Applicable Law, all obligations of Customer now or hereafter owing to Xxxxxx XxxxxxxMxxxxx Sxxxxxx pursuant this Agreement, including, without limitation, all Losses incurred by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx in connection with the enforcement of this Agreement and the security interest created hereunder. The foregoing security interest in the Collateral is hereby assigned, pledged and transferred as well to any affiliate of Xxxxxx Xxxxxxx that may from time to time hold Contracts or Collateral for or on behalf of Customer in connection with the execution or clearing of any transaction in such Contracts or settlement or custody of such Collateral. Upon the occurrence of an Event of Default, Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx shall have and may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it pursuant to Applicable Law, at law or in equity, all the rights and remedies of a secured party upon default under Applicable Law, including but not limited to the Uniform Commercial Code (“UCC”), whether or not the UCC applies to the affected Collateral, to the fullest extent permitted under Applicable Law. Customer agrees to execute any documents reasonably required by Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx for the perfection or negotiation of such general lien or security interest. Customer acknowledges that Xxxxxx Xxxxxxx and certain of its affiliates have entered into a control agreement under which Collateral could be made available to satisfy Customer’s obligations to one or more such affiliates upon a default or termination event in respect Customer’s account relationship with such affiliate. Customer and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx agree that Xxxxxx Mxxxxx Xxxxxxx’x use of the Collateral shall at all times be subject to and in accordance with Applicable Law. (ii) If Customer is resident of or domiciled in, or if any of the Collateral is subject to Applicable Law of, any jurisdiction in which a security interest in the Collateral cannot be created solely by means of Customer’s pledge of such Collateral to Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx (or any jurisdiction in which the security interest arising under such a pledge would require local registration in order to be perfected), then the parties agree that, with respect to such a jurisdiction, all right, title and interest in and to the Collateral shall vest via transfer of title in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx free and clear of any liens, claims, charges or encumbrances or any other interest of Customer or of any third party (other than a lien routinely imposed on all securities in a relevant clearance system).

Security Interest and Rights Respecting Collateral. (i) Customer hereby assigns, pledges and transfers to Xxxxxx Xxxxxxx and grants to Xxxxxx Xxxxxxx, and to any of its affiliates that may from time to time hold Contracts or Collateral for or on behalf of Customer in connection with the execution or clearing of any transaction in such Contracts or settlement or custody of such Collateral, Xxxxxxx a security interest in and continuing first priority lien on all of Customer’s right, title and interest in (a) the Account and any and all assets (including security securities entitlements, commodity contractssecurities, financial assetsfunds and other property from time to time credited to the Account, proceeds, and investment property (each as defined in the New York Uniform Commercial Code (“UCC”)) credited thereto, including assets held by any clearing organization in respect of Contracts, as well as other property of Customer (including any securities accounts, commodity accounts, security entitlements, commodity contracts, financial assets and investment property (each as defined in the UCC)) held in respect of Contracts by or for Xxxxxx Xxxxxxx, any clearing organization Xxxxxxx or any agent acting of its affiliates, or carried by others for Xxxxxx Xxxxxxx in connection with any transaction in Contracts; the Account, whether now owned or existing or hereafter acquired and (b) Customer’s Contracts wherever located and all rights to payment thereunder proceeds of any of the foregoing (collectively, the “Collateral”). The foregoing grant of security secures, to the extent permissible by Applicable Law, all obligations of Customer now or hereafter owing to Xxxxxx XxxxxxxXxxxxxx pursuant this Agreement, including, without limitation, all Losses incurred by Xxxxxx Xxxxxxx in connection with the enforcement of this Agreement and the security interest created hereunder. The foregoing security interest in the Collateral is hereby assigned, pledged and transferred as well to any affiliate of Xxxxxx Xxxxxxx that may from time to time hold Contracts or Collateral for or on behalf of Customer in connection with the execution or clearing of any transaction in such Contracts or settlement or custody of such Collateral. Upon the occurrence of an Event of Default, Xxxxxx Xxxxxxx shall have and may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it pursuant to Applicable Law, at law or in equity, all the rights and remedies of a secured party upon default under Applicable Law, including but not limited to the Uniform Commercial Code (“UCC”), whether or not the UCC applies to the affected Collateral, to the fullest extent permitted under Applicable Law. Customer agrees to execute any documents reasonably required by Xxxxxx Xxxxxxx for the perfection or negotiation of such general lien or security interest. Customer acknowledges that Xxxxxx Xxxxxxx and certain of its affiliates have entered into a control agreement under which Collateral could be made available to satisfy Customer’s obligations to one or more such affiliates upon a default or termination event in respect Customer’s account relationship with such affiliate. Customer and Xxxxxx Xxxxxxx agree that Xxxxxx Xxxxxxx’x use of the Collateral shall at all times be subject to and in accordance with Applicable Law. (ii) If Customer is resident of or domiciled in, or if any of the Collateral is subject to Applicable Law of, any jurisdiction in which a security interest in the Collateral cannot be created solely by means of Customer’s pledge of such Collateral to Xxxxxx Xxxxxxx (or any jurisdiction in which the security interest arising under such a pledge would require local registration in order to be perfected), then the parties agree that, with respect to such a jurisdiction, all right, title and interest in and to the Collateral shall vest via transfer of title in Xxxxxx Xxxxxxx free and clear of any liens, claims, charges or encumbrances or any other interest of Customer or of any third party (other than a lien routinely imposed on all securities in a relevant clearance system).