If at any time: (a) you fail to comply fully and by the required time with any obligation to make any payment when due under this Terms and Conditions of Use agreement; (b) we have reasonable grounds to believe that (i) you are in breach of any covenant or agreement set out in this Terms and Conditions of Use agreement or (ii) any representation or warranty made by you in this Terms and Conditions of Use agreement or otherwise with respect to or in connection with any use of the Site or its contents, is or was untrue, false or misleading when made, repeated or deemed to be made or repeated; (c) any action is taken or any event occurs, in each case which we believe might have an adverse effect upon your ability to perform any of your obligations under or in connection with this Terms and Conditions of Use agreement; (d) we believe that doing so is necessary or desirable to prevent or address what might be a violation of any applicable law or to ensure that good market practice is followed; (e) we believe that doing so is otherwise necessary or desirable for our own protection, whether from the perspective of financial exposure, reputational risk, or otherwise; (f) you die, become or are adjudged to be of unsound mind, are or become unable to pay your debts as they fall due, are or become bankrupt or insolvent within the meaning of any Insolvency Law, any indebtedness of yours is not paid on the due date therefore or is or becomes subject to being declared due and payable under any agreement or instrument evidencing or governing such indebtedness before it would otherwise have been due and payable, any suit, action or proceeding is commenced for any execution, any attachment or garnishment, or distress against, or an encumbrancer takes possession of, all or any part of your property, undertaking or assets (tangible and intangible); (g) you are dissolved, or, if your capacity or existence is dependent upon a record in a formal register, such registration is removed or ends, any proceeding is commenced seeking or proposing your dissolution, removal from such a register or the ending of such a registration, or you take any corporate or other action in preparation or furtherance of any of the foregoing; (h) you commence a voluntary case or other procedure (i) seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any Insolvency Law or (ii) seeking the appointment of an Insolvency Officer with respect to you or any substantial part of your assets or you take any corporate or other action in preparation or furtherance of any of the foregoing; (i) an involuntary case or other procedure is commenced against you (i) seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any Insolvency Law or (ii) seeking the appointment of an Insolvency Officer with respect to you or any substantial part of your assets; (j) you disaffirm, disclaim or repudiate or any Insolvency Officer acting on your behalf disaffirms, disclaims or repudiates any obligation under or in connection with this Terms and Conditions of Use agreement; (k) any charge, security interest or lien created, purported to be created or otherwise contemplated by this Terms and Conditions of Use agreement fails or ceases to be effective as such charge, security interest or lien to secure the performance of the Terms and Conditions of Use agreement and otherwise for our benefit; (l) any actual or potential default, event of default, termination or similar event (however described) occurs in relation to you under any other agreement or instrument between us or issued or delivered to us; then, in each such case, we may (but we will not be obliged to) exercise any or all of our rights and remedies set out herein. Upon occurrence of an Event of Default we may by notice specify a date for the termination of the Terms and Conditions of Use agreement, except that the occurrence of an Event of Default of a type specified in options (f), (h), (i) or (j) above will result in the automatic termination of the Terms and Conditions of Use agreement. If the Terms and Conditions of Use agreement is terminated pursuant to the preceding sentences, we will be entitled, without prior notice to you and without limitation of any other rights or remedies we may have under this Terms and Conditions of Use agreement or otherwise, to take any or all of the following actions: (a) to close any or all of your accounts; (b) to enforce any charge, security interest or lien created or otherwise contemplated by this Terms and Conditions of Use agreement or to exercise our right of set-off provided in this Terms and Conditions of Use agreement or any other right of set off or similar right we may have, whether as a matter of contract, under common law, or otherwise; or (c) to make a claim under, enforce, or exercise any other right or remedy we might have. We will not lose any of our rights or remedies under or referenced in this section by reason of any failure or delay on our part in exercising them, and no such failure or delay will constitute a waiver of any such right or remedy. Under no circumstances will we be under any obligation to exercise any such right or remedy or, if we do exercise any such right or remedy, to do so at a time or in a manner that takes into account your interests or is otherwise beneficial to you. Any action taken or not taken by us at any time after the occurrence of any Event of Default (whether or not we have knowledge of such event) will be entirely without prejudice to our right to take or not take any similar action or to refuse to take any further action at any time thereafter, and does not in any circumstances constitute as a waiver of that right or any other rights or remedies of ours should any such Event of Default have occurred. You agree to give us notice of any event of a type specified in this section immediately upon becoming aware of its occurrence. Our rights and remedies under or referenced in this section will be in addition to any other rights or remedies we may have, whether as a matter of contract, under common law, or otherwise.