Pledge and charge. 2.1.1 The Pledgor hereby: (a) pledges and charges all the Securities, along with all the rights, title, claims, demand, benefits and interests of the Pledgor therein and the proceeds of sale and other realization of the Securities or such part thereof, in favour of the Lender, free from Encumbrances, and deposits the Deposited Documents to secure repayment of the Obligations, on or before Drawdown Date; (b) pledges and charges to and for the benefit of the Lender, the Additional Securities along with all the rights, title, claims, demand, benefits and interest of the Pledgor, in, to, under or in respect of such Additional Securities and the proceeds of sale and other realization of the Additional Securities or such part thereof, and agrees to deposit and deliver to the Lender the Deposited Documents and such other documents and confirmations relating to the Additional Securities as security for the due discharge, redemption and repayment of the Obligations; and (c) pledges and charges (as applicable) to and for the benefit of the Lender, as a continuing security interest and to the extent not pledged, assigned, transferred or charged in terms of sub-clauses (a) and (b) above, the Collateral and all of the Pledgor’ right, title, interest, benefits, claims and demands whatsoever of the Pledgor in, to, under, or in respect of the Collateral and any indemnity, warranty or guarantee, payable by reason of loss to or otherwise with respect to any of the Collateral upon the terms and conditions set forth in this Agreement, on or before Drawdown Date. 2.1.2 The procedure detailed below for the creation of the pledge over units of Mutual Funds which are in physical form shall be followed: (a) The Pledgor shall issue a Pledge Creation Request to the issuer Mutual Fund requesting for the creation of the pledge over the Securities in favour of Lender as security for the due repayment, discharge and redemption of the Facility granted by the Lender to the Borrower and do all such acts, deeds and things as shall be necessary in accordance with the offer documents of the Mutual Funds to effect the pledge of the Securities in favour of Lender prior to or simultaneously with the execution of this Agreement. The Pledgor undertakes to do all such actions and execute such documents and agreements as may be necessary for the valid creation and perfection of the pledge in accordance with the terms of this Agreement within 5 (five) days from the date hereof. (b) Upon the Mutual Fund recording and registering in its register the pledge of the Securities in the name of Lender, the pledge shall be duly created in favour of Lender and the Pledgor shall ensure that all the documentary and other evidence and entries as are necessary to record Lender as the pledgee of the Securities in the records of the Mutual Fund or as may be required by the Mutual Fund from time to time in this regard are furnished to and registered by the Mutual Fund so as to ensure that the effective and valid pledge on the Securities is created in favour of Lender forthwith. (c) Pursuant to the completion of the procedure detailed in sub-clause (a) and (b) above, (but irrespective of whether the Mutual Fund shall have issued the Pledge Confirmation or not), the Securities shall be pledged in favour of Lender, which pledge shall be, along with all the rights, title, claims, demand, benefits and interests of the Pledgor therein and the proceeds of sale and other realization of the Securities or such part thereof, in favour of Lender and the Pledgor shall deposit the Deposited Documents or cause the same to be delivered to Lender. 2.1.3 The Pledgor acknowledges that the Shares which are the subject matter of the pledge under this Agreement are wholly in a dematerialized state, and further acknowledges, states and confirms that all additional Shares which may become the subject matter of the pledge under this Agreement shall always be wholly in a dematerialised state. 2.1.4 In addition to the above, for the purposes of creation, perfection and enforcement of the charge of the Securities, the Pledgor undertakes to do all such actions and execute such documents and agreements as may be necessary for the valid creation and perfection and enforcement of the pledge in accordance with the terms of this Agreement. 2.1.5 The Lender reserves the right to take any action as may be deemed necessary in the absolute discretion of the Lender for the protection and/or perfection of the security interest in the Collateral, including, without limitation, the right to have the Collateral (or any part thereof) registered in the name of the Lender and/or its nominee(s) during the continuance of the pledge on the occurrence of an Event of Default), and may by written notice to the Pledgor request for this to be effected. The Pledgor undertakes that immediately upon the receipt of such written notice from the Lender, and in any event within 3 (three) Banking Days of receipt of such written notice, to do all acts and things and execute all such documents required by the Lender in this respect, without in any way derogating or affecting the Lender’s security interest in the Collateral.
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Pledge and charge. 2.1.1 The Pledgor hereby:
1.1. In order to induce the Secured Parties to enter into the Stock Exchange Agreements and to secure the Obligations (aas defined below) pledges and charges all the Securities, along with all the rights, title, claims, demand, benefits and interests of the Pledgor therein under the Stock Exchange Agreements, the Pledgor hereby grants a security interest in, pledges to and the proceeds of sale and other realization of the Securities or such part thereof, charges in favour of the LenderSecured Parties, free from Encumbrances, and deposits for the Deposited Documents to secure repayment ratable benefit of each of the ObligationsSecured Parties in the respective allocation set forth opposite each Secured Party's name in Exhibit B hereto as continuing security by way of a first fixed charge, on or before Drawdown Date;
(b) pledges and charges to and for the benefit of the Lender, the Additional Securities along with all the rights, title, claims, demand, benefits and interest of the Pledgor's right, in, to, under or title and interest in respect of such Additional Securities and the proceeds of sale and other realization of the Additional Securities or such part thereof, and agrees to deposit and deliver to the Lender the Deposited Documents and such other documents and confirmations relating to the Additional Securities as security for the due discharge, redemption and repayment of the Obligations; and
(c) pledges and charges (as applicable) to and for the benefit of the Lender, as a continuing security interest and to the extent not pledged, assigned, transferred or charged in terms of sub-clauses (a) the PCCW Shares described in Exhibit A attached hereto and made a part hereof (together with the Stock Split Shares (as defined in Section 6) with respect thereto) (the "COLLATERAL PCCW SHARES"), and (b) abovewith respect to each Collateral PCCW Share, an amount equal to, and in the same form as, all other rights (other than (x) the Stock Split Shares which are encompassed in the definition of Collateral PCCW Shares and (y) voting rights) granted to the Pledgor with respect to, and all of the Pledgor’ rightadditions, titlesubstitutions, replacements, reclassifications, recapitalizations, proceeds, income, interest, benefitsdividends, claims premiums and demands whatsoever other distributions made (or declared) on or with respect to each such Collateral PCCW Share (collectively, the "COLLATERAL OTHER RIGHTS") during or with respect to the period beginning on and including the date of this Agreement and ending on and including the Pledgor in, to, underdate on which record ownership of such Collateral PCCW Share has been registered by PCCW (or its transfer agent) in the name of, or as directed by, the respective Secured Party (the Collateral PCCW Shares and the Collateral Other Rights being collectively referred to herein as the "COLLATERAL"), but so that the Secured Party shall not under any circumstances incur any liability whatsoever in respect of any calls, installments or otherwise in connection with the Collateral.
1.2. The share certificate(s) representing the Collateral PCCW Shares are herewith delivered to the Collateral Agent accompanied by instrument(s) of transfer and bought and sold note(s) duly executed in blank by the Pledgor for each Secured Party, as well as the documents listed in Section 16 below. The Pledgor hereby authorises the transfer of possession of all certificates, instruments, documents and other evidence of the Collateral to the Collateral Agent.
1.3. The Pledgor will not (a) incur, create, assume or permit to exist any indemnitypledge, warranty security interest, lien, charge or guaranteeother encumbrance of any nature whatsoever or restrictions of any kind on any of the Collateral, payable by reason of loss to (b) assign, pledge or otherwise with respect encumber any right to receive income from the Collateral or (c) sell, transfer, lend or otherwise dispose of any of the Collateral upon the terms or attempt or agree to do so whether by means of one or a number of transactions related or not and conditions set forth in this Agreement, on whether at one time or before Drawdown Dateover a period of time.
2.1.2 1.4. The procedure detailed below security constituted by or pursuant to this Pledge Agreement shall be in addition to and shall be independent of every guarantee, mortgage or other security which any Secured Party may at any time hold for the creation of the pledge over units of Mutual Funds which are in physical form shall be followed:Obligations (as defined below).
(a) 1.5. The Pledgor shall issue a Pledge Creation Request not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value to the issuer Mutual Fund requesting for the creation Secured Parties of the pledge over Collateral.
1.6. Notwithstanding anything to the Securities contrary in favour this Pledge Agreement, no representation or warranty shall be deemed to have been breached by the Pledgor solely as a result of Lender as security for any act, event, circumstance or occurrence solely arising out of or based upon a claim or allegation by PCCW that the due repayment, discharge and redemption entering into of the Facility granted by the Lender to the Borrower and do all such acts, deeds and things Transaction Documents (as shall be necessary in accordance with the offer documents of the Mutual Funds to effect the pledge of the Securities in favour of Lender prior to or simultaneously with the execution of this Agreement. The Pledgor undertakes to do all such actions and execute such documents and agreements as may be necessary for the valid creation and perfection of the pledge in accordance with the terms of this Agreement within 5 (five) days from the date hereof.
(b) Upon the Mutual Fund recording and registering in its register the pledge of the Securities defined in the name of Lender, the pledge shall be duly created in favour of Lender Stock Exchange Agreements) by CMGI and the Pledgor shall ensure that all or the documentary and other evidence and entries as are necessary to record Lender as performance by CMGI or the pledgee Pledgor of their respective obligations under the Transaction Documents breaches or conflicts with or allegedly breaches or allegedly conflicts with Section 6.2 or Section 6.7 of the Securities PCCW Agreement (as defined in the records respective Stock Exchange Agreements). Notwithstanding anything to the contrary in this Pledge Agreement, no obligation or covenant shall be deemed to have been breached by the Pledgor solely as a result of any act, event, circumstance or occurrence solely resulting from the incurrence of any liability, lien or similar charge or the imposition of any injunction, judgment, writ, decree, motion, order or other action of any court or governmental agent or authority resulting from or arising out of a claim or allegation by PCCW that the entering into of the Mutual Fund or as may be required Transaction Documents by the Mutual Fund from time to time in this regard are furnished to and registered by the Mutual Fund so as to ensure that the effective and valid pledge on the Securities is created in favour of Lender forthwith.
(c) Pursuant to the completion of the procedure detailed in sub-clause (a) and (b) above, (but irrespective of whether the Mutual Fund shall have issued the Pledge Confirmation or not), the Securities shall be pledged in favour of Lender, which pledge shall be, along with all the rights, title, claims, demand, benefits and interests of the Pledgor therein and the proceeds of sale and other realization of the Securities or such part thereof, in favour of Lender CMGI and the Pledgor shall deposit or the Deposited performance by CMGI or the Pledgor of their respective obligations under the Transaction Documents breaches or cause the same to be delivered to Lender.
2.1.3 The Pledgor acknowledges that the Shares which are the subject matter conflicts with or allegedly breaches or allegedly conflicts with Section 6.2 or Section 6.7 of the pledge under this PCCW Agreement are wholly in a dematerialized state, and further acknowledges, states and confirms that all additional Shares which may become the subject matter of the pledge under this Agreement shall always be wholly in a dematerialised state.
2.1.4 In addition to the above, for the purposes of creation, perfection and enforcement of the charge of the Securities, the Pledgor undertakes to do all such actions and execute such documents and agreements (as may be necessary for the valid creation and perfection and enforcement of the pledge in accordance with the terms of this Agreement.
2.1.5 The Lender reserves the right to take any action as may be deemed necessary defined in the absolute discretion of the Lender for the protection and/or perfection of the security interest in the Collateral, including, without limitation, the right to have the Collateral (or any part thereof) registered in the name of the Lender and/or its nominee(s) during the continuance of the pledge on the occurrence of an Event of Defaultrespective Stock Exchange Agreements), and may by written notice to the Pledgor request for this to be effected. The Pledgor undertakes that immediately upon the receipt of such written notice from the Lender, and in any event within 3 (three) Banking Days of receipt of such written notice, to do all acts and things and execute all such documents required by the Lender in this respect, without in any way derogating or affecting the Lender’s security interest in the Collateral.
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Sources: Pledge Agreement (Cmgi Inc)
Pledge and charge. 2.1.1 The Pledgor ▇▇▇▇▇▇▇ hereby:
(a) pledges and charges all the Securities, along with all the rights, title, claims, demand, benefits and interests of the Pledgor ▇▇▇▇▇▇▇ therein and the proceeds of sale and other realization of the Securities or such part thereof, in favour of the Lender, free from Encumbrances, and deposits the Deposited Documents to secure repayment of the Obligations, on or before Drawdown Date;
(b) pledges and charges to and for the benefit of the Lender, the Additional Securities along with all the rights, title, claims, demand, benefits and interest of the Pledgor▇▇▇▇▇▇▇, in, to, under or in respect of such Additional Securities and the proceeds of sale and other realization of the Additional Securities or such part thereof, and agrees to deposit and deliver to the Lender the Deposited Documents and such other documents and confirmations relating to the Additional Securities as security for the due discharge, redemption and repayment of the Obligations; and
(c) pledges and charges (as applicable) to and for the benefit of the Lender, as a continuing security interest and to the extent not pledged, assigned, transferred or charged in terms of sub-clauses (a) and (b) above, the Collateral and all of the Pledgor▇▇▇▇▇▇▇’ right, title, interest, benefits, claims and demands whatsoever of the Pledgor ▇▇▇▇▇▇▇ in, to, under, or in respect of the Collateral and any indemnity, warranty or guarantee, payable by reason of loss to or otherwise with respect to any of the Collateral upon the terms and conditions set forth in this Agreement, on or before Drawdown Date.
2.1.2 The procedure detailed below for the creation of the pledge over units of Mutual Funds which are in physical form shall be followed:
(a) The Pledgor ▇▇▇▇▇▇▇ shall issue a Pledge Creation Request to the issuer Mutual Fund requesting for the creation of the pledge over the Securities in favour of Lender as security for the due repayment, discharge and redemption of the Facility granted by the Lender to the Borrower and do all such acts, deeds and things as shall be necessary in accordance with the offer documents of the Mutual Funds to effect the pledge of the Securities in favour of Lender prior to or simultaneously with the execution of this Agreement. The Pledgor ▇▇▇▇▇▇▇ undertakes to do all such actions and execute such documents and agreements as may be necessary for the valid creation and perfection of the pledge in accordance with the terms of this Agreement within 5 (five) days from the date hereof.
(b) Upon the Mutual Fund recording and registering in its register the pledge of the Securities in the name of Lender, the pledge shall be duly created in favour of Lender and the Pledgor ▇▇▇▇▇▇▇ shall ensure that all the documentary and other evidence and entries as are necessary to record Lender as the pledgee of the Securities in the records of the Mutual Fund or as may be required by the Mutual Fund from time to time in this regard are furnished to and registered by the Mutual Fund so as to ensure that the effective and valid pledge on the Securities is created in favour of Lender forthwith.
(c) Pursuant to the completion of the procedure detailed in sub-clause (a) and (b) above, (but irrespective of whether the Mutual Fund shall have issued the Pledge Confirmation or not), the Securities shall be pledged in favour of Lender, which pledge shall be, along with all the rights, title, claims, demand, benefits and interests of the Pledgor ▇▇▇▇▇▇▇ therein and the proceeds of sale and other realization of the Securities or such part thereof, in favour of Lender and the Pledgor ▇▇▇▇▇▇▇ shall deposit the Deposited Documents or cause the same to be delivered to Lender.
2.1.3 The Pledgor ▇▇▇▇▇▇▇ acknowledges that the Shares which are the subject matter of the pledge under this Agreement are wholly in a dematerialized state, and further acknowledges, states and confirms that all additional Shares which may become the subject matter of of. the pledge under this Agreement shall always be wholly in a dematerialised state.
2.1.4 In addition to the above, for the purposes of creation, perfection and enforcement of the charge of the Securities, the Pledgor ▇▇▇▇▇▇▇ undertakes to do all such actions and execute such documents and agreements as may be necessary for the valid creation and perfection and enforcement of the pledge in accordance with the terms of this Agreement.
2.1.5 The Lender reserves the right to take any action as may be deemed necessary in the absolute discretion of the Lender for the protection and/or perfection of the security interest in the Collateral, including, without limitation, the right to have the Collateral (or any part thereof) registered in the name of the Lender and/or its nominee(s) during the continuance of the pledge on the occurrence of an Event of Default), and may by written notice to the Pledgor ▇▇▇▇▇▇▇ request for this to be effected. The Pledgor ▇▇▇▇▇▇▇ undertakes that immediately upon the receipt of such written notice from the Lender, and in any event within 3 (three) Banking Days of receipt of such written notice, to do all acts and things and execute all such documents required by the Lender in this respect, without in any way derogating or affecting the Lender’s security interest in the Collateral.
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