Common use of Default Rights and Remedies Clause in Contracts

Default Rights and Remedies. All cash and investments held by or to the order of PSIL on your behalf will be subject to a 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 in settlement of any transaction. You warrant that all such cash, investments or other 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 charge, lien or encumbrance and that you will not charge, assign or otherwise dispose of cover or create any interest in such cash, investments or 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 you hereby irrevocably appoint PSIL as your attorney to 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 such transaction (or if PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms), or in the case where the value of margin/collateral held in respect of extended settlement trades falls below prescribed limits, Cantor or PSIL may cancel, close out, terminate or reverse all or any contracts and sell, charge, pledge or otherwise dispose of any investment held for you, 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 monies held for you) which would, or could have the effect of reducing or eliminating any liability under any transaction, position or commitment 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-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Xxxxxx in any respect 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 Requirements; 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 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 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. All cash and investments held by or to the order of PSIL on your behalf will be subject to a 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 in settlement of any transaction. You warrant that all such cash, investments or other 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 charge, lien or encumbrance and that you will not charge, assign or otherwise dispose of cover or create any interest in such cash, investments or 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 you hereby irrevocably appoint PSIL as your attorney to 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 such transaction (or if PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms), or in the case where the value of margin/collateral held in respect of extended settlement trades falls below prescribed limits, Cantor or PSIL may cancel, close out, terminate or reverse all or any contracts and sell, charge, pledge or otherwise dispose of any investment held for you, 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 monies held for you) which would, or could have the effect of reducing or eliminating any liability under any transaction, position or commitment 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-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Xxxxxx in any respect 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 Requirements; 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 Cantor 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 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 Requirements, 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 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. 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. All cash and investments held by or to the order of Where PSIL on your behalf will be subject to settles a 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 transaction for your account in settlement and you are have failed to make any payment of any transaction. You warrant that all such 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 assets are beneficially owned person shall have any right, title or interest in respect of investment or cash received by PSIL (or its nominee) until you or are paid or delivered to have fully discharged your obligations; (b) Cantor and PSIL with the beneficial owner’s consent and free and clear from any charge, lien or encumbrance and that you will not charge, assign may without prior notice sell or otherwise dispose of cover 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 such cashfavour of PSIL. However, investments the rights reserved are in addition to PSIL’s rights to assert any lien or set off against securities, cash or other assets other than in accordance with these terms without PSIL’s prior consent(including documents of title) held for you as continuing security for your obligations hereunder. 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 you hereby irrevocably appoint PSIL as your attorney to take any such action on your behalf. You acknowledge and agree that if If you fail to comply with any of or are deemed to be likely to fail to meet your obligations under these terms, the security interests referred hereunder or you or your assets are subject to above shall be enforceable. In the an insolvency 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 such transaction (or if PSIL reasonably considers that you have not or are unlikely otherwise deemed to perform your obligations under these terms)jeopardise the position of PSIL or Cantor in any respect, PSIL or in the case where the value of margin/collateral held in respect of extended settlement trades falls below prescribed limitsCantor may, Cantor or PSIL may without notice: (a) cancel, close out, terminate or reverse all or any contracts and transactions for your account; (b) retain, sell, charge, pledge charge or otherwise dispose of any investment cash, investments or other assets held for you, you at whatever such price and on such terms as PSIL or Cantor shall, in whatever manner 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 or PSIL see fit may, in Cantor’s and or PSIL’s their absolute discretion but Xxxxxx shall use reasonable efforts determine 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 monies held for you) which would, or could have the effect of reducing or eliminating any liability under any transaction, position or commitment undertaken for youprotect 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-set off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you 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 Xxxxxx Cantor or in any respect whatsoever 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 or any connected company in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets RequirementsRegulations; 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 Cantor 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. All cash A. The occurrence of any Event of Default as defined in the Credit Agreement (including without limitation, a breach of any of the provisions of this Agreement) shall be deemed to be an Event of Default under this Agreement and investments held shall entitle the Bank to exercise its remedies under this Agreement or as otherwise provided by or to law. B. Upon the order occurrence and during the continuance of PSIL on your behalf will an Event of Default, Bank shall be entitled, subject to a 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 in settlement of any transaction. You warrant that all such cash, investments or other 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 charge, lien or encumbrance and that you will not charge, assign or otherwise dispose of cover or create any interest in such cash, investments or other assets other than in accordance with these terms without PSIL’s prior consent. You agree, at XXXX’s requestapplicable law, to take such action as PSIL may require to perfect or enforce any security interest referred to above and you hereby irrevocably appoint PSIL as your attorney to take any such action on your behalf. You acknowledge and agree that if you fail to comply with any exercise all of your obligations under these termsits remedies specified herein, in the security interests referred to above shall be enforceable. In the event of Cantor or PSIL not receiving either cash or investments when dueCredit Agreement, or in any other document executed in connection with the event Credit Agreement or this Agreement, or provided by law and to enforce its security interest in the Collateral. Additionally, upon the occurrence and during the continuance of you not taking an Event of Default and subject to applicable law, Bank will be entitled to (i) receive all dividends payable in respect of the Collateral pledged under this Agreement; (ii) change the registration of any registerable Collateral to any other name or form; (iii) appoint any officer or agent of Bank as Pledgor’s true and lawful proxy and attorney-in-fact, with power (exercisable so long as such steps as Event of Default is continuing), to exercise all voting rights in respect of the shares evidencing the Collateral pledged hereby; (iv) endorse Pledgor’s name or any of its officers’ names or agents’ names upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Bank in full or part payment of any amounts owing to the Bank; (v) give written notice to the issuer of such Collateral to effect such change or changes of address so that all mail from the issuer of such Collateral and related thereto addressed to Pledgor may be delivered directly to Bank; (vi) to execute on behalf of Pledgor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement; and (vii) do any and all things necessary to secure be done in and about the due premises as fully and prompt execution effectually as Pledgor might or could do, and settlement hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the term of the Credit Agreement, and all transactions thereunder and thereafter as long as any such transaction (Indebtedness or if PSIL reasonably considers that you any of the commitments to lend remain outstanding. Upon the occurrence and during the continuance of an Event of Default, the Bank shall have not all rights and powers of a secured creditor under the UCC and any other applicable law, including the full power, subject to applicable law, to collect, compromise, endorse, sell or are unlikely to perform your obligations under these terms), otherwise deal with the Collateral or proceeds thereof on behalf of the Bank in its own name or in the case where name of Pledgor. The parties agree that ten (10) days written notice sent by certified or registered mail to Pledgor at the value of margin/collateral held in respect of extended settlement trades falls address designated below prescribed limits, Cantor or PSIL may cancel, close out, terminate or reverse all or any contracts and sell, charge, pledge or otherwise dispose shall be deemed reasonable notice of any investment held for youdisposition of the Collateral, 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 should notice be required by law. C. So long as the Bank has not given notice to obtain the best possible result in all the circumstances Pledgor that an Event of Default (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 monies held for you) which would, or could have the effect of reducing or eliminating any liability under any transaction, position or commitment undertaken for you. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by PSIL and investments held as defined in the course of settlementCredit Agreement) 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 soldhas occurred and is continuing: 1. 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 in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Xxxxxx in any respect 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 Requirements; 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 Cantor or their agents as appropriate Pledgor shall be entitled to full reimbursement exercise any and all voting or consensual rights and powers (but any such exercise by the Pledgor of stock purchase or subscription rights may be made only from funds of the Pledgor not comprising part of the Collateral) relating or pertaining to the Collateral or any part thereof for any purpose; provided, however, that the Pledgor agrees that it shall not exercise any such right or power in any manner which would have a material adverse effect on the value of the Collateral or any part thereof. 2. The Pledgor shall be entitled to receive and retain any and all lawful dividends payable in respect of the Collateral which are paid in cash if such dividends are permitted by the Credit Agreement, but all dividends and distributions in respect of the Collateral or any part thereof made in membership interests or other property or representing any return of capital, whether resulting from a subdivision, combination or reclassification of Collateral or any part thereof or received in exchange for Collateral or any part thereof or as a result of any costs merger, consolidation, acquisition or reasonable expenses that they incur in exercising any default rights other exchange of assets to which the issuer may be a party or remedies. You hereby irrevocably and unconditionally appoint PSIL and otherwise or Xxxxxx as your agent to execute or procure the execution a result of any documentation exercise of any stock purchase or subscription right, shall be and become part of the Collateral hereunder and, if received by the Pledgor, shall be forthwith delivered to the Bank in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank) to be held for the purposes set out aboveof this Agreement. Without prejudice Upon notice from the Bank during the existence of an Event of Default, and in addition to any general lienso long as the same shall be continuing, right of set-off or other similar all rights and powers which Xxxxxx may be the Pledgor is entitled to exercise under law over any of your investments, monies, or other property, such 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 pursuant to the preceding paragraph, and all rights of the Pledgor to receive and retain dividends pursuant to the preceding paragraph shall forthwith cease, and all such rights and powers shall thereupon become vested in the Bank which shall have, during the continuance of such Event of Default, the sole and exclusive authority to exercise such rights and powers and to receive such dividends. Any and all money and other property paid over to or received by the Bank pursuant to this paragraph shall be retained by the Bank as additional Collateral hereunder and applied in accordance with the provisions in these termshereof.

Default Rights and Remedies. All cash and investments held by or to the order of PSIL on your behalf will be subject to a 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 in settlement of any transaction. You warrant that all such cash, investments or other 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 charge, lien or encumbrance and that you will not charge, assign or otherwise dispose of cover or create any interest in such cash, investments or 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 you hereby irrevocably appoint PSIL as your attorney to 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 such transaction (or if PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms), or in the case where the value of margin/collateral held in respect of extended settlement trades falls below prescribed limits, Cantor or PSIL may cancel, close out, terminate or reverse all or any contracts and sell, charge, pledge or otherwise dispose of any investment held for you, 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 monies held for you) which would, or could have the effect of reducing or eliminating any liability under any transaction, position or commitment 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-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Xxxxxx in any respect 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 Requirements; 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 Cantor 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 Requirements, 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 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. 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. All cash and investments held by or to the order of PSIL on your behalf will be subject to a 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 in settlement of any transaction. You warrant that all such cash, investments or other 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 charge, lien or encumbrance and that you will not charge, assign or otherwise dispose of cover or create any interest in such cash, investments or 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 you hereby irrevocably appoint PSIL as your attorney to 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 such transaction (or if PSIL reasonably considers that you have not or are unlikely to perform your obligations under these terms), or in the case where the value of margin/collateral held in respect of extended settlement trades falls below prescribed limits, Cantor or PSIL may cancel, close out, terminate or reverse all or any contracts and sell, charge, pledge or otherwise dispose of any investment held for you, 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 monies held for you) which would, or could have the effect of reducing or eliminating any liability under any transaction, position or commitment 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-off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you in or towards the satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Xxxxxx in any respect 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 Requirements; 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 Cantor 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 further notice to you. Subject to the restrictions under the CBOI Client Assets Requirements, 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. 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.