Common use of Default Rights and Remedies Clause in Contracts

Default Rights and Remedies. Where PSIL settles a transaction for your account and you are have failed to make any payment of cash, delivery of securities, or meet any other obligations hereunder: (a) Xxxxxx and PSIL shall have no obligation to account to you or any other person for any investments or cash received by PSIL (or its nominee) and neither you nor any other person shall have any right, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell or otherwise dispose of any investments or cash received under the relevant settlement and apply the proceeds to discharge or reduce your obligations and any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL (or its nominee). PSIL’s rights are created by way of reservation of its right, title and interest in respect of investments and cash received and nothing in these terms are intended to, or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the position of PSIL or Cantor in any respect, PSIL or Cantor may, without notice: (a) cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, sell, charge or otherwise dispose of any cash, investments or other assets held for you at such price and on such terms as PSIL or Cantor shall, in their absolute discretion, determine; and/or (c) exercise any other right or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positions. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by PSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance. You hereby authorise PSIL to set off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or in respect of the provision of the services to you (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these terms: (i) PSIL shall have the right at any time without notice to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets Regulations; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the credit of, or as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in question without prior notice to you. Subject to the restrictions under the CBOI Client Assets Regulations, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the event that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) that remain outstanding. In the event that the balances are not discharged within this time period Xxxxxx may discharge the balances (acting as your agent) without further notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the right to apply normal transaction fees and commissions for such transactions and can execute foreign exchange transactions to facilitate any such sale. Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Cantor shall use reasonable efforts to obtain the best possible result available in all the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the satisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and unconditionally appoint Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the provisions in these terms.

Default Rights and Remedies. Where All cash and investments held by or to the order of PSIL settles on your behalf will be subject to a transaction first fixed charge (with full title guarantee) and a general lien and right of set-off with respect to all cash, investments or other assets of any description paid or delivered (or which are due to be paid or delivered) to PSIL for your account and you are have failed to make in settlement of any payment of transaction. You warrant that all such cash, delivery of securities, investments or meet any other obligations hereunder: (a) Xxxxxx and PSIL shall have no obligation to account to assets are beneficially owned by you or are paid or delivered to PSIL with the beneficial owner’s consent and free and clear from any other person for any investments charge, lien or cash received by PSIL (or its nominee) encumbrance and neither that you nor any other person shall have any rightwill not charge, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell assign or otherwise dispose of cover or create any interest in such cash, investments or cash received under the relevant settlement other assets other than in accordance with these terms without PSIL’s prior consent. You agree, at XXXX’s request, to take such action as PSIL may require to perfect or enforce any security interest referred to above and apply the proceeds you hereby irrevocably appoint PSIL as your attorney to discharge or reduce take any such action on your behalf. You acknowledge and agree that if you fail to comply with any of your obligations under these terms, the security interests referred to above shall be enforceable. In the event of Cantor or PSIL not receiving either cash or investments when due, or in the event of you not taking all such steps as may be necessary to secure the due and prompt execution and settlement of any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL such transaction (or its nomineeif PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms). PSIL’s rights are created by way , or in the case where the value of reservation of its right, title and interest margin/collateral held in respect of investments and cash received and nothing in these terms are intended toextended settlement trades falls below prescribed limits, Cantor or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the position of PSIL or Cantor in any respect, PSIL or Cantor may, without notice: (a) may cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, contracts and sell, charge charge, pledge or otherwise dispose of any cashinvestment held for you, investments at whatever price and in whatever manner Cantor or PSIL see fit in Cantor’s and or PSIL’s absolute discretion but Xxxxxx shall use reasonable efforts to obtain the best possible result in all the circumstances (without being responsible for any loss or diminution in price) and may enter into any other transaction, or do, or not do anything (including the setting-off or application of client or other assets monies held for you at such price and on such terms as PSIL you) which would, or Cantor shallcould have the effect of reducing or eliminating any liability under any transaction, in their absolute discretion, determine; and/or (c) exercise any other right position or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positionscommitment undertaken for you. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by PSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance. You hereby authorise PSIL to set set-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or Xxxxxx in any respect of the provision of the services to you whatsoever (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these terms: (i) PSIL shall have the right at any time without notice to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets RegulationsRequirements; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the credit of, or as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in question without prior notice to you. Subject to the restrictions under the CBOI Client Assets RegulationsRequirements, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the event that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) that remain outstanding. In the event that the balances are not discharged within this time period Xxxxxx may discharge the balances (acting as your agent) without further prior notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the right to apply normal transaction fees and commissions for such transactions and can execute foreign exchange transactions to facilitate any such sale. Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Cantor Xxxxxx shall use reasonable efforts to obtain the best possible result available in all the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the satisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and unconditionally appoint Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the provisions in these terms.

Default Rights and Remedies. Where PSIL settles a transaction for your account and you are have failed to make If any payment of cash, delivery of securities, or meet any other obligations hereunder: (a) Xxxxxx and PSIL shall have no obligation to account to you or any other person for any investments or cash received by PSIL (or its nominee) and neither you nor any other person shall have any right, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell or otherwise dispose of any investments or cash received under the relevant settlement and apply the proceeds to discharge or reduce your obligations and any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL (or its nominee). PSIL’s rights are created by way of reservation of its right, title and interest in respect of investments and cash received and nothing in these terms are intended to, or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the position of PSIL or Cantor in any respect, PSIL or Cantor may, without notice: (a) cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, sell, charge or otherwise dispose of any cash, investments or other assets held for you at such price and on such terms as PSIL or Cantor shall, in their absolute discretion, determine; and/or (c) exercise any other right or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positions. For the avoidance of doubt, any asset held for you default (including any investment held in safekeeping failure to pay timely when due, at maturity, by PSIL and investments held in acceleration or otherwise) shall occur hereunder or under the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance. You hereby authorise PSIL to set off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to youNote, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or in respect of the provision of the services to you (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these terms: (i) PSIL Secured Party shall have the right at any time without upon written notice to combine Debtor to declare this Agreement to be in default and thereafter shall have (i) all rights and remedies provided by law, including those of a secured party under the Uniform Commercial Code, in addition to the rights and remedies provided for herein or in any other agreement between Debtor and Secured Party, (ii) the right to declare any or all of the Obligations due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, (iii) the right to dispose of the Collateral and exercise any and all rights and remedies afforded Secured Party under any and all applicable provisions of the law, (iv) the right to notify account debtors to make payments directly to the Secured Party and/or consolidate (v) the right to enter upon the premises on which the Collateral is located, inspect the Collateral, to take possession thereof and any records related thereto, demand and receive such possession from the Debtor or any person or organization which has possession thereof, and to take such measures as the Secured Party may deem necessary or proper for the care of protection thereof, including the right to remove all or any of your accounts maintained with Cantor portion, to sell or PSIL in such manner as Cantor or PSIL may determine, subject cause to any restrictions under the CBOI Client Assets Regulations; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of yoube sold, at such rates and in such manner as PSIL maypublic or private sales, in its absolute discretionone or more sales or parcels, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the credit of, or as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in question without prior notice to you. Subject to the restrictions under the CBOI Client Assets Regulations, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any portion of your accounts maintained with Cantor the Collateral without notice of intention to sell or PSIL of time or place of sale; provided, however, that Secured Party shall give the Debtor ten days' prior written notice of the time and place of any connected company proposed sale or sales and such other notice as may be required by applicable laws. Any disposition of the Collateral pursuant hereto shall be made in such a manner which is commercially reasonable within the meaning of the Uniform Commercial Code as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in effect in the event that such cash balances are insufficient to discharge jurisdiction or jurisdictions where the amounts due will give you 10 working days to discharge Collateral is located. All of Secured Party's rights, remedies and benefits herein expressly specified shall be cumulative and not exclusive of any other rights, remedies or benefits which the balance(s) that remain outstanding. In the event that the balances are not discharged within Secured Party may have under this time period Xxxxxx may discharge the balances (acting as your agent) without further notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the right to apply normal transaction fees and commissions for such transactions and can execute foreign exchange transactions to facilitate any such sale. Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Cantor shall use reasonable efforts to obtain the best possible result available in all the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the satisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement dateAgreement, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and unconditionally appoint Xxxxxx as your agent to execute law or procure the execution of any documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the provisions in these termsotherwise.

Default Rights and Remedies. Where All cash and investments held by or to the order of PSIL settles on your behalf will be subject to a transaction first fixed charge (with full title guarantee) and a general lien and right of set-off with respect to all cash, investments or other assets of any description paid or delivered (or which are due to be paid or delivered) to PSIL for your account and you are have failed to make in settlement of any payment of transaction. You warrant that all such cash, delivery of securities, investments or meet any other obligations hereunder: (a) Xxxxxx and PSIL shall have no obligation to account to assets are beneficially owned by you or are paid or delivered to PSIL with the beneficial owner’s consent and free and clear from any other person for any investments charge, lien or cash received by PSIL (or its nominee) encumbrance and neither that you nor any other person shall have any rightwill not charge, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell assign or otherwise dispose of cover or create any interest in such cash, investments or cash received under the relevant settlement other assets other than in accordance with these terms without PSIL’s prior consent. You agree, at XXXX’s request, to take such action as PSIL may require to perfect or enforce any security interest referred to above and apply the proceeds you hereby irrevocably appoint PSIL as your attorney to discharge or reduce take any such action on your behalf. You acknowledge and agree that if you fail to comply with any of your obligations under these terms, the security interests referred to above shall be enforceable. In the event of Cantor or PSIL not receiving either cash or investments when due, or in the event of you not taking all such steps as may be necessary to secure the due and prompt execution and settlement of any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL such transaction (or its nomineeif PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms). PSIL’s rights are created by way , or in the case where the value of reservation of its right, title and interest margin/collateral held in respect of investments and cash received and nothing in these terms are intended toextended settlement trades falls below prescribed limits, Cantor or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the position of PSIL or Cantor in any respect, PSIL or Cantor may, without notice: (a) may cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, contracts and sell, charge charge, pledge or otherwise dispose of any cashinvestment held for you, investments at whatever price and in whatever manner Cantor or PSIL see fit in Cantor’s and or PSIL’s absolute discretion but Xxxxxx shall use reasonable efforts to obtain the best possible result in all the circumstances (without being responsible for any loss or diminution in price) and may enter into any other transaction, or do, or not do anything (including the setting-off or application of client or other assets monies held for you at such price and on such terms as PSIL you) which would, or Cantor shallcould have the effect of reducing or eliminating any liability under any transaction, in their absolute discretion, determine; and/or (c) exercise any other right position or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positionscommitment undertaken for you. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by PSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance. You hereby authorise PSIL to set set-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or Xxxxxx in any respect of the provision of the services to you whatsoever (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these terms: (i) PSIL shall have the right at any time without notice to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets RegulationsRequirements; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s Xxxxxx’x favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the credit of, or as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in question without prior notice to you. Subject to the restrictions under the CBOI Client Assets RegulationsRequirements, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the event that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) that remain outstanding. In the event that the balances are not discharged within this time period Xxxxxx may discharge the balances (acting as your agent) without further prior notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the right to apply normal transaction fees and commissions for such transactions and can execute foreign exchange transactions to facilitate any such sale. Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Cantor Xxxxxx shall use reasonable efforts to obtain the best possible result available in all the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the satisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and unconditionally appoint Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the provisions in these terms.

Default Rights and Remedies. Where PSIL settles a transaction for your account and you are have failed to make any payment of cash, delivery of securities, or meet any other obligations hereunder: (a) Xxxxxx and PSIL shall have no obligation to account to you or any other person for any investments or cash received by PSIL (or its nominee) and neither you nor any other person shall have any right, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell or otherwise dispose of any investments or cash received under the relevant settlement and apply the proceeds to discharge or reduce your obligations and any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL (or its nominee). PSIL’s rights are created by way of reservation of its right, title and interest in respect of investments and cash received and nothing in these terms are intended to, or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the position of PSIL or Cantor Xxxxxx in any respect, PSIL or Cantor may, without notice: (a) cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, sell, charge or otherwise dispose of any cash, investments or other assets held for you at such price and on such terms as PSIL or Cantor shall, in their absolute discretion, determine; and/or (c) exercise any other right or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positions. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by PSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance. You hereby authorise PSIL to set off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or in respect of the provision of the services to you (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these terms: (i) PSIL shall have the right at any time without notice to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets Regulations; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the credit of, or as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in question without prior notice to you. Subject to the restrictions under the CBOI Client Assets Regulations, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the event that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) that remain outstanding. In the event that the balances are not discharged within this time period Xxxxxx may discharge the balances (acting as your agent) without further notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the right to apply normal transaction fees and commissions for such transactions and can execute foreign exchange transactions to facilitate any such sale. Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Cantor Xxxxxx shall use reasonable efforts to obtain the best possible result available in all the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the satisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and unconditionally appoint Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the provisions in these terms.

Default Rights and Remedies. Where All cash and investments held by or to the order of PSIL settles on your behalf will be subject to a transaction first fixed charge (with full title guarantee) and a general lien and right of set-off with respect to all cash, investments or other assets of any description paid or delivered (or which are due to be paid or delivered) to PSIL for your account and you are have failed to make in settlement of any payment of transaction. You warrant that all such cash, delivery of securities, investments or meet any other obligations hereunder: (a) Xxxxxx and PSIL shall have no obligation to account to assets are beneficially owned by you or are paid or delivered to PSIL with the beneficial owner’s consent and free and clear from any other person for any investments charge, lien or cash received by PSIL (or its nominee) encumbrance and neither that you nor any other person shall have any rightwill not charge, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell assign or otherwise dispose of cover or create any interest in such cash, investments or cash received under the relevant settlement other assets other than in accordance with these terms without PSIL’s prior consent. You agree, at XXXX’s request, to take such action as PSIL may require to perfect or enforce any security interest referred to above and apply the proceeds you hereby irrevocably appoint PSIL as your attorney to discharge or reduce take any such action on your behalf. You acknowledge and agree that if you fail to comply with any of your obligations under these terms, the security interests referred to above shall be enforceable. In the event of Cantor or PSIL not receiving either cash or investments when due, or in the event of you not taking all such steps as may be necessary to secure the due and prompt execution and settlement of any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL such transaction (or its nomineeif PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms). PSIL’s rights are created by way , or in the case where the value of reservation of its right, title and interest margin/collateral held in respect of investments and cash received and nothing in these terms are intended toextended settlement trades falls below prescribed limits, Cantor or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the position of PSIL or Cantor in any respect, PSIL or Cantor may, without notice: (a) may cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, contracts and sell, charge charge, pledge or otherwise dispose of any cashinvestment held for you, investments at whatever price and in whatever manner Cantor or PSIL see fit in Cantor’s and or PSIL’s absolute discretion but Xxxxxx shall use reasonable efforts to obtain the best possible result in all the circumstances (without being responsible for any loss or diminution in price) and may enter into any other transaction, or do, or not do anything (including the setting-off or application of client or other assets monies held for you at such price and on such terms as PSIL you) which would, or Cantor shallcould have the effect of reducing or eliminating any liability under any transaction, in their absolute discretion, determine; and/or (c) exercise any other right position or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positionscommitment undertaken for you. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by PSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance. You hereby authorise PSIL to set set-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or Xxxxxx in any respect of the provision of the services to you whatsoever (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these terms: (i) PSIL shall have the right at any time without notice to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets RegulationsRequirements; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx Cantor or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the credit of, or as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in question without prior notice to you. Subject to the restrictions under the CBOI Client Assets Regulations, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the event that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) that remain outstanding. In the event that the balances are not discharged within this time period Xxxxxx may discharge the balances (acting as your agent) without further notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the right to apply normal transaction fees and commissions for such transactions and can execute foreign exchange transactions to facilitate any such sale. Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Cantor shall use reasonable efforts to obtain the best possible result available in all the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the satisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and unconditionally appoint Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the provisions in these terms.

Default Rights and Remedies. Where All cash and investments held by or to the order of PSIL settles on your behalf will be subject to a transaction first fixed charge (with full title guarantee) and a general lien and right of set-off with respect to all cash, investments or other assets of any description paid or delivered (or which are due to be paid or delivered) to PSIL for your account and you are have failed to make in settlement of any payment of transaction. You warrant that all such cash, delivery of securities, investments or meet any other obligations hereunder: (a) Xxxxxx and PSIL shall have no obligation to account to assets are beneficially owned by you or are paid or delivered to PSIL with the beneficial owner’s consent and free and clear from any other person for any investments charge, lien or cash received by PSIL (or its nominee) encumbrance and neither that you nor any other person shall have any rightwill not charge, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell assign or otherwise dispose of cover or create any interest in such cash, investments or cash received under the relevant settlement other assets other than in accordance with these terms without PSIL’s prior consent. You agree, at XXXX’s request, to take such action as PSIL may require to perfect or enforce any security interest referred to above and apply the proceeds you hereby irrevocably appoint PSIL as your attorney to discharge or reduce take any such action on your behalf. You acknowledge and agree that if you fail to comply with any of your obligations under these terms, the security interests referred to above shall be enforceable. In the event of Cantor or PSIL not receiving either cash or investments when due, or in the event of you not taking all such steps as may be necessary to secure the due and prompt execution and settlement of any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL such transaction (or its nomineeif PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms). PSIL’s rights are created by way , or in the case where the value of reservation of its right, title and interest margin/collateral held in respect of investments and cash received and nothing in these terms are intended toextended settlement trades falls below prescribed limits, Cantor or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the position of PSIL or Cantor in any respect, PSIL or Cantor may, without notice: (a) may cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, contracts and sell, charge charge, pledge or otherwise dispose of any cashinvestment held for you, investments at whatever price and in whatever manner Cantor or PSIL see fit in Cantor’s and or PSIL’s absolute discretion but Xxxxxx shall use reasonable efforts to obtain the best possible result in all the circumstances (without being responsible for any loss or diminution in price) and may enter into any other transaction, or do, or not do anything (including the setting-off or application of client or other assets monies held for you at such price and on such terms as PSIL you) which would, or Cantor shallcould have the effect of reducing or eliminating any liability under any transaction, in their absolute discretion, determine; and/or (c) exercise any other right position or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positionscommitment undertaken for you. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by PSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor Xxxxxx shall be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of your liabilities, you will remain liable for the balance. You hereby authorise PSIL to set set-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or Xxxxxx in any respect of the provision of the services to you whatsoever (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). In exercising any right or remedy pursuant to these terms: (i) PSIL shall have the right at any time without notice to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets RegulationsRequirements; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the credit of, or as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in question without prior further notice to you. Subject to the restrictions under the CBOI Client Assets RegulationsRequirements, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in such manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the event that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) that remain outstanding. In the event that the balances are not discharged within this time period Xxxxxx may discharge the balances (acting as your agent) without further notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the right to apply normal transaction fees and commissions for such transactions and can execute foreign exchange transactions to facilitate any such sale. Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Cantor Xxxxxx shall use reasonable efforts to obtain the best possible result available in all the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the satisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and unconditionally appoint Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the provisions in these terms.