EFTA01356956.pdf

214 DB may, at its discretion, charge has consented to deal with or for Client in Client interest at 1 percent above such capacity, the Security Interest current three month LIBOR or granted by Client on behalf of each EURIBOR on any amounts not settled principal shall act as security only for the by Client on the due date for payment. payment and discharge of all Liabilities of such principal. 23.5 Unless otherwise agreed in advance, Client will not be entitled to receive 25.2 The Security Interest shall remain in full interest from DB in respect of any force and effect by way of continuing amounts held by or due from DB unless security and shall not be affected in any such sums are held in accordance with way by any settlement of account Client's instructions in an interest- (whether or not any indebtedness remains bearing account with DB. outstanding thereafter) or any other matter or thing whatsoever and shall be in 24. SET-OFF addition to any other security, guarantee or indemnity now or hereafter held by DB 24.1 All amounts of whatever nature, in or any other person in respect of the whatever currency and wherever arising Liabilities. which are due from Client (or, where appropriate, from the relevant principal) 25.3 Client undertakes and warrants to DB that (including those due under clause 25 all Client Investments over which the (Rights over Client Investments)) or to Security Interest is hereby granted will at Client (or, where appropriate, to the all times be free from restrictions and relevant principal) in respect of business encumbrances other than those set out in carried on through or with DRAG may be these Terms of Business. set-off and netted against each other by DRAG. 25.4 Subject to Clause 2.7, DB may sell or otherwise realise all or any of the Client 24.2 Client (or, where appropriate, its Investments in such manner, at such time principal or principals) will not be or times and to such person or persons as entitled to exercise any right of set-off or DB in its sole discretion thinks fit if: counterclaim against amounts due to DB or any DB Entity. (a) Client has failed for any reason to settle a transaction with DB or 25. RIGHTS OVER CLIENT Client is otherwise in breach ofthese INVESTMENTS Terms of Business; or 25.1 As continuing security for the payment (b) DB otherwise becomes entitled to and discharge of all Liabilities, Client terminate these Terms of Business hereby: (i) charges, by way of first fixed immediately without notice. charge in favour of DB, with MI title 25.5 Any proceeds arising from such sales or guarantee and free from any adverse realisations will be applied to reduce or interest whatsoever, all Client discharge the Liabilities. Any proceeds Investments held by DB; and (ii) pledges remaining thereafter will be transferred to in favour of DB, with full title guarantee Client. and free from any adverse interest whatsoever, all Client Investments held 25.6 Without prejudice to its other rights, in by DB (in each case, the "Security the circumstances set out in clause 25.4, Interest"). Where, pursuant to clause 7 DB reserves the right at Client's cost and (Capacity of Client), Client has notified expense to borrow or purchase financial DB that Client is acting as agent and DB instruments or other investments to make 16123 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0043200 CONFIDENTIAL SDNY_GM_00189384 EFTA01356956