Common use of DEPOSIT OF CERTIFICATES AND OTHER DOCUMENTS Clause in Contracts

DEPOSIT OF CERTIFICATES AND OTHER DOCUMENTS. 3.1 The Chargor shall, within 10 Business Days of the date of this Shares Charge, deposit (or procure the deposit of) with or to the order of the Security Trustee or with such Delegate as the Security Trustee may appoint for this purpose: (a) all certificates and other documents of title to the Shares; (b) all undated sold notes and instruments of transfer in respect of the Shares (in each case executed in blank by or on behalf of the Chargor or any person acting as its nominee); (c) a letter of waiver and undertaking executed by each member of the Company in substantially the form set out in Schedule 3 (Form of Letter of Waiver and Undertaking); and (d) an acknowledgment from each person (if any) holding any Shares as the Chargor's nominee in substantially the form set out in Schedule 2 (Form of Acknowledgement from Nominee). 3.2 The Chargor shall: (a) within 10 Business Days of the date of this Shares Charge give notice to the Company in substantially the form of the notice set out in Schedule 4 (Form of Notice to the Company and Acknowledgement) and shall procure that the Company shall promptly execute an acknowledgement to such notice in the form of the acknowledgement set out in Schedule 4 (Form of Notice to the Company and Acknowledgement); and (b) deliver to the Security Trustee copies of such notice and acknowledgement promptly upon giving or, as the case may be, receipt of the same. 3.3 The Chargor shall, promptly upon the accrual, offer or issue of any Related Assets (in the form of stocks, shares, warrants or other securities) in which the Chargor has a beneficial interest, notify the Security Trustee of that occurrence and procure the delivery to the Security Trustee or to the order of the Security Trustee of: (a) all certificates and other documents of title representing such Related Assets; and (b) all undated sold notes and instruments of transfer (executed in blank by or on behalf of the Chargor or any person acting as its nominee) in respect of such Related Assets. 3.4 The Chargor shall, promptly upon any person (other than the Chargor, the Security Trustee and any nominee of the Security Trustee or any purchaser of any Shares upon enforcement of the security over such Shares created by or pursuant to this Shares Charge) becoming a member of the Company after the date of this Shares Charge, notify the Security Trustee and procure the delivery to the Security Trustee of a letter of waiver and undertaking executed by such person and in substantially the form set out in Schedule 3 (Form of Letter of Waiver and Undertaking). 3.5 If any Share or Related Asset is being held by a person (other than the Chargor) as the Chargor's nominee, the Chargor shall promptly notify the Security Trustee and shall procure that such nominee and each successor thereof shall, as soon as such person becomes the Chargor's nominee, execute and deliver to the Security Trustee an acknowledgement in respect of such Share, or as the case may be, such Related Asset in substantially the form set out in Schedule 2 (Form of Acknowledgement from Nominee).

DEPOSIT OF CERTIFICATES AND OTHER DOCUMENTS. 3.1 The Chargor shall, within 10 Business Days of the date shall promptly upon execution of this Shares Charge, Agreement deposit (or procure the deposit ofthere to be deposited) with or to the order of the Security Trustee or with such Delegate as the Security Trustee may appoint for this purposeCollateral Agent: (a) all share certificates and other documents of title to the Shares specified in Schedule 1 (Particulars of Shares); (b) all undated sold notes and instruments of transfer in respect of the Shares (in each case executed in blank by or on behalf of the Chargor or any person acting as its nomineeChargor) in respect of the Shares specified in Schedule 1 (Particulars of Shares); (c) a letter of waiver and undertaking executed undated board resolution in writing signed by each member all directors of the Company in substantially blank, approving the form set out in Schedule 3 (Form transfer of Letter the Shares by the Chargor to the Collateral Agent or its nominee or as the Collateral Agent may direct, and the registration of Waiver and Undertaking)the transfer; and (d) an acknowledgment from each person (if any) holding any undated waiver of the pre-emption rights under the articles of association of the Company executed in blank by the Chargor and CHAN Wing ▇▇▇▇▇, ▇▇▇▇▇▇▇ in respect of the transfer of Shares as pursuant to this Agreement. provided that none of the Chargor's nominee documents listed in substantially the form set out in Schedule 2 (Form of Acknowledgement from Nominee). 3.2 The Chargor shall: sub-clauses (a) and (d) above shall be used by the Collateral Agent prior to the occurrence of an Event of Default, and provided further that all such documents will be returned to the Chargor as soon as reasonably practicable, and in any event within 10 3 Business Days of the date of this Shares Charge give notice to Obligations being discharged in full and the Company in substantially Collateral Agent and the form Secured Parties having no further actual or contingent obligations under any of the notice set out in Schedule 4 (Form of Notice to the Company and Acknowledgement) and shall procure that the Company shall promptly execute an acknowledgement to such notice in the form of the acknowledgement set out in Schedule 4 (Form of Notice to the Company and Acknowledgement); and (b) deliver to the Security Trustee copies of such notice and acknowledgement promptly upon giving or, as the case may be, receipt of the sameLoan Documents. 3.3 3.2 The Chargor shall, promptly upon the accrual, offer or issue of any Related Assets (in the form of stocks, shares, warrants or other securities) in which the Chargor has a beneficial interest, notify the Security Trustee of that occurrence and procure the delivery to the Security Trustee or to the order of the Security Trustee Collateral Agent of: (a) all certificates and other documents of title representing such Related Assets; and; (b) all undated sold notes and such stock transfer forms or other instruments of transfer (executed in blank by or on behalf of the Chargor or any person acting as its nomineeChargor) in respect of such Related Assets.Assets as the Collateral Agent may request; and 3.4 The Chargor shall(c) by using its reasonable endeavours, promptly upon any an acknowledgment from each person (other than if any) holding any such Related Assets as the Chargor, the Security Trustee and any ’s nominee of the Security Trustee or any purchaser of any Shares upon enforcement of the security over such Shares created by or pursuant to this Shares Charge) becoming a member of the Company after the date of this Shares Charge, notify the Security Trustee and procure the delivery to the Security Trustee of a letter of waiver and undertaking executed by such person and in substantially the form set out in Schedule 3 2 (Form Of Acknowledgement From Nominee); provided that none of Letter the documents listed in sub-clauses (a) to (c) above shall be used by the Collateral Agent prior to the occurrence of Waiver an Event of Default, and Undertaking)provided further that all such documents will be returned to the Chargor as soon as reasonably practicable, and in any event within 3 Business Days of the Obligations being discharged in full and the Collateral Agent and the Secured Parties having no further actual or contingent obligations under any of the Loan Documents. 3.5 If 3.3 Where any nominee holding any Share or Related Asset is being held by a person (other than in relation to the Chargor) Chargor ceases to be or act as the Chargor's nomineesuch, the Chargor shall promptly notify the Security Trustee and shall procure that such the successor nominee and (or, if more than one, each successor thereof nominee) shall, as soon as promptly upon such person becomes becoming the Chargor's successor nominee, execute and deliver to the Security Trustee Collateral Agent an acknowledgement acknowledgment in respect of such ShareShare or, or as the case may be, such Related Asset in substantially the form set out in Schedule 2 (Form of Acknowledgement from Of Acknowledgment From Nominee).