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:

Default Rights and Remedies. All cash If any default (including any failure to pay timely when due, at maturity, by acceleration or otherwise) shall occur hereunder or under the Note, or then Secured Party shall have the right upon written notice to Debtor to declare this Agreement to be in default and investments held thereafter shall have (i) all rights and remedies provided by or law, including those of a secured party under the Uniform Commercial Code, in addition to the order 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 PSIL on your behalf will be subject to a first fixed charge (with full title guarantee) the Obligations due and a general lien and right of set-off with respect to all cashpayable, investments without presentment, demand, protest or other assets notice of any description paid or delivered (or kind, all of which are due hereby expressly waived, (iii) the right 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 the Collateral and exercise any interest in such cashand all rights and remedies afforded Secured Party under any and all applicable provisions of the law, investments or other assets other than in accordance with these terms without PSIL’s prior consent. You agree(iv) the right to notify account debtors to make payments directly to the Secured Party and/or (v) the right to enter upon the premises on which the Collateral is located, at XXXX’s requestinspect the Collateral, to take possession thereof and any records related thereto, demand and receive such action as PSIL may require to perfect possession from the Debtor or enforce any security interest referred to above person or organization which has possession thereof, and you hereby irrevocably appoint PSIL as your attorney 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 portion, to sell or cause to be sold, at public or private sales, in one or more sales or parcels, all or any portion of the Collateral without notice of intention to sell or 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 proposed sale or sales and 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 other notice as may be necessary to secure required by applicable laws. Any disposition of the due Collateral pursuant hereto shall be made in a manner which is commercially reasonable within the meaning of the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located. All of Secured Party's rights, remedies and prompt execution benefits herein expressly specified shall be cumulative and settlement not exclusive of any such transaction (other rights, remedies or if PSIL reasonably considers that you benefits which the Secured Party may 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 youthis Agreement, at whatever price and in whatever manner Cantor law 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:otherwise.

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: