EXHIBIT 10.16
PLEDGE AGREEMENT
between
MAGINET CORPORATION,
as Pledgor
and
THE CHASE MANHATTAN BANK, N.A.,
as Pledgee
Dated as of August 15, 1995
TABLE OF CONTENTS
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Section Page
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SECTION 2. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION..................2
SECTION 3. PLEDGE OF SECURITIES........................................3
SECTION 4. APPOINTMENT OF AGENTS; ENDORSEMENTS.........................6
SECTION 5. VOTING AND OTHER RIGHTS WHILE NO EVENT OF DEFAULT...........6
SECTION 6. DIVIDENDS AND OTHER DISTRIBUTIONS ..........................7
SECTION 7. REMEDIES IN CASE OF EVENT OF DEFAULT........................7
SECTION 8. APPLICATION OF PROCEEDS....................................10
SECTION 9. PURCHASERS OF PLEDGE COLLATERAL............................11
SECTION 10. FURTHER ASSURANCES.........................................11
SECTION 12. TRANSFER BY THE PLEDGOR....................................12
SECTION 13. REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE PLEDGOR...................................13
SECTION 14. PLEDGOR'S OBLIGATIONS ABSOLUTE.............................13
SECTION 15. REGISTRATION...............................................13
SECTION 16. INDEMNITY..................................................14
SECTION 17. TERMINATION; RELEASE.......................................15
SECTION 18. NOTICES....................................................15
SECTION 19. MISCELLANEOUS..............................................16
*This Table of Contents is provided for convenience only and is not a part
of the attached Pledge Agreement.
EXECUTION COPY
PLEDGE AGREEMENT
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PLEDGE AGREEMENT, dated as of August 15, 1995, between MAGINET CORPORATION,
a corporation organized under the laws of the State of California, as pledgor
(the "Pledgor"), and The Chase Manhattan Bank, N.A., a national banking
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association, as collateral agent ("the Pledgee")for the benefit of the
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Noteholders pursuant to the Appointment Agreement. Capitalized terms used herein
shall have the meanings provided in Section 2.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Pledgor and the Purchasers have entered into the Note
Agreement providing for the issuance and sale of the Notes and the issuance of
the Warrants as contemplated therein;
WHEREAS, The Chase Manhattan Bank, N.A., the Pledgor and the
Purchasers have entered into the Appointment Agreement providing for the
appointment of The Chase Manhattan Bank, N.A. to act as collateral agent for the
benefit of the Noteholders under the Security Documents (including this
Agreement);
WHEREAS, it is a condition precedent under the Note Agreement to each
Purchaser's obligation, to purchase and pay for the Notes and to accept the
Warrants to be issued under the Note Agreement that the Pledgor shall have
executed and delivered to the Pledgee this Agreement;
WHEREAS, the Pledgor desires to execute this Agreement to satisfy the
conditions described in the preceding paragraphs and to induce the Purchasers to
enter into the Note Agreement and to purchase and pay for the Notes and to
accept the Warrants (and to induce any future Noteholders so to do);
NOW, THEREFORE, in consideration of the benefits accruing to the
Pledgor, the receipt and sufficiency of which are hereby acknowledged, the
Pledgor hereby makes the following representations and warranties to the Pledgee
and hereby covenants and agrees with the Pledgee as follows:
SECTION 1. SECURITY. (a) This Agreement is for the benefit of the
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Pledgee as collateral agent for he Noteholders pursuant to the Appointment
Agreement (and,
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to the extent provided in Section 16 of this Agreement, for the benefit of the
Pledgee in its individual capacity) to secure: (i) the payment due of the
principal of and interest in respect of the Notes and payment of all other
obligations and liabilities (including without limitation indemnities, premium,
if any, fees and interest thereon) of the Pledgor, now existing or hereafter
incurred under, arising out of or in connection with the Note Agreement, each
Note or any other Note Document (other than the Warrants); and (ii) the due
performance and compliance with the terms of the Note Documents by the Pledgor
(all such principal, interest, obligations and liabilities, collectively, the
"Secured Obligations").
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SECTION 2. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION. For all
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purposes of this Agreement: (i) capitalized terms not otherwise defined herein
shall have the meanings set forth in the Note Agreement; (ii) the principles of
construction set forth in the Note Agreement shall apply; and (iii) as used
herein, references to "this Agreement", "hereunder" and words of like meaning
shall refer to this pledge agreement.
As used in this Agreement:
"Agreement" and "this Agreement" shall mean this pledge agreement,
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dated as of August 15, 1995, as the same may be modified, amended or
supplemented from time to time.
"Foreign Joint Venture Vehicle" shall mean a Joint Venture Vehicle
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that is incorporated or organized outside of the United States or any State or
territory thereof.
"Legal Mortgage Subsidiaries" shall mean each of Pacific Pay Video
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(HK) Limited, PPV Singapore Pte Ltd, Pacific Pay Video Pty. Limited, Pacific Pay
Video New Zealand Limited and any other Subsidiary or Joint Venture Vehicle
incorporated or established under the laws of a jurisdiction which utilizes the
common law concepts of legal and equitable mortgages over shares of capital
stock or similar equity interests.
"Liquidating Dividend" shall have the meaning set forth in Section 6.
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"Maximum Foreign Pledge" shall mean, in respect of any Foreign
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Subsidiary or Foreign Joint Venture Vehicle: (i) prior to the occurrence of a
Change in Tax Law Event, the number of Securities representing 66% (or such
other threshold amount as may become relevant after the date hereof in
determining whether a pledge under a pledge agreement would result in the
undistributed earnings of such Foreign Subsidiary or Foreign Joint Venture
Vehicle, as relevant, as determined for Federal income tax purposes being
treated as a deemed dividend to the Pledgor) of the total combined voting power
of all classes of Securities of such Foreign Subsidiary or Foreign Joint Venture
Vehicle entitled to vote; and (ii) on and following the occurrence of a Change
in Tax Law Event, the number of Securities representing the maximum total
combined voting power of all classes of Securities of such Foreign Subsidiary or
Foreign Joint Venture Vehicle entitled to vote that may be pledged without
creating a deemed dividend to the Pledgor.
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"Pledge Documents" shall mean: (i) this Agreement (and any other
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pledge agreement in form and substance satisfactory to the Pledgee entered into
as contemplated by this Agreement); (ii) the Note Agreement; and (iii) any other
Note Document to which the Pledgee is or will be a party.
"Secured Obligations" shall have the meaning set forth in Section 1.
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"Securities" shall mean, with respect to each Subsidiary or Joint
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Venture Vehicle, as relevant, all the issued and outstanding shares of capital
stock or similar equity interests of such Subsidiary or Joint Venture Vehicle
(and any options, warrants or other rights to purchase such capital stock or
similar equity interests at any time prior to the date on which the Secured
Obligations are discharged in full) owned by the Pledgor, including without
limitation all such shares of capital stock, similar equity interests, options,
warrants or other rights owned by the Pledgor on the date hereof and all such
capital stock, options, warrants or other rights acquired by the Pledgor in the
future. The Pledgor hereby represents and warrants that on the date hereof (i)
the information set forth in Annex A concerning the Securities and Pledged
Securities of each of its Subsidiaries and Joint Venture Vehicles set forth in
Annex A is true and correct and (ii) there are no options, warrants, or other
rights to purchase any such Securities outstanding.
All Securities described as "Pledged Securities" in Annex A and all
other Securities from time to time pledged, mortgaged or charged hereunder or
under another Pledge Document are hereinafter referred to as the "Pledged
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Securities," and the Pledged Securities, together the time held by the Pledgee
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hereunder, is hereinafter referred to as the "Pledge Collateral".
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SECTION 3. PLEDGE OF SECURITIES
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3.1 Pledge. To secure the Secured Obligations and for the
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purposes set forth in Section 1, the Pledgor: (i) hereby grants to the Pledgee a
continuing security interest of first priority in all of the Pledge Collateral;
(ii) hereby pledges and deposits as security with the Pledgee (except as
otherwise permitted in this Section 3) the Pledged Securities owned by the
Pledgor on the date hereof and delivers to the Pledgee certificates therefor (to
the extent such Pledged Securities are certificated) accompanied by stock powers
for all such Pledged Securities duly executed in blank by the Pledgor (or such
other instruments of transfer as are acceptable to the Pledgee); and (iii)
hereby assigns, transfers, hypothecates, mortgages, charges and sets over to the
Pledgee (including by way of legal mortgage to the extent such Pledged
Securities are issued by a Legal Mortgage Subsidiary) all of the Pledgor's
right, title and interest in and to such Pledged Securities (and in and to the
certificates or instruments (if any) evidencing such Pledged Securities), to be
held by the Pledgee upon the terms and conditions set forth in this Agreement
and the other Pledge Documents.
3.2 Subsequently Acquired Securities. If the Pledgor shall acquire
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(by purchase, stock dividend or otherwise), at any time or from time to time
after the date hereof, any additional Securities:
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(i) issued by a Subsidiary or Joint Venture Vehicle, as relevant,
other than a Foreign Subsidiary or Foreign Joint Venture Vehicle, then the
Pledgor will forthwith pledge and deposit such Securities as security with the
Pledgee; or
(ii) issued by a Foreign Subsidiary or Foreign Joint Venture Vehicle,
as relevant, and, as a result of such acquisition, the Pledged Securities in
respect of such Foreign Subsidiary or Foreign Joint Venture Vehicle are less
than such Foreign Subsidiary's or Foreign Joint Venture Vehicle's then existing
Maximum Foreign Pledge, then the Pledgor will forthwith pledge, mortgage or
charge hereunder (or under another pledge agreement in form and substance
satisfactory to the Pledgee, if necessary under any applicable law or if
otherwise desirable to carry into effect the purposes of this Agreement) and
deposit (subject to the proviso below) as security with the Pledgee such
additional Securities as are necessary so that the Pledged Securities in respect
of such Foreign Subsidiary or Foreign Joint Venture Vehicle, as relevant, are
equal to such Foreign Subsidiary's or Foreign Joint Venture Vehicle's then
existing Maximum Foreign Pledge; provided, however, that the Pledgor shall not
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be required pursuant to this Section
3.2(ii) to deposit as security with the Pledgee Securities issued by a Foreign
Subsidiary or Foreign Joint Venture Vehicle, as relevant, organized and
established after the date hereof (other than a Subsidiary or Joint Venture
Vehicle organized under the laws of South Africa, the Securities of which shall
be pledged to and deposited with the Pledgee under this Agreement (or under
another pledge agreement in form and substance satisfactory to the Pledgee if
necessary or otherwise desirable to carry into effect the purposes of this
Agreement) so as to create a first priority Lien in favor of the Pledgee on such
Securities) so long as such Securities are subject to Liens permitted under
Section 8.1(e) of the Note Agreement and the Lien created by this Agreement (or
any other pledge agreement entered into as contemplated by this Agreement),
which Lien under this Agreement may be junior to the Lien permitted by Section
8.1(e) of the Note Agreement,, and such Securities when pledged, mortgaged or
charged hereunder shall thereafter constitute Pledged Securities, and the
Pledgor will promptly deliver to the Pledgee a certificate executed by a
Responsible Officer describing such Pledged Securities and certifying that the
same have been duly pledged, mortgaged or charged with the Pledgee hereunder-
(or under such other pledge agreement, as the case may be); provided, further,
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that the Pledgor will deposit such Securities with the Pledgee free and clear of
any Lien other than the Lien created by this Agreement (or any other pledge
agreement entered into as contemplated by this Agreement), which Lien shall then
be a first priority Lien, promptly upon such Securities' no longer being subject
to Liens permitted under Section 8.1(e) of the Note Agreement (whether because
of release or otherwise);
and in each case (except as provided in the first proviso to Section 3.2(ii) and
as provided in Section 3.5) deliver to the Pledgee certificates therefor
accompanied by stock powers duly executed in blank by the Pledgor (or such other
instruments of transfer as are acceptable to the Pledgee), Thereafter such
Securities will constitute Pledged Securities, and the Pledgor will promptly
deliver to the Pledgee a certificate executed by a Responsible Officer
describing such Pledged Securities and certifying that the same have been duly
pledged, mortgaged or charged with the Pledgee hereunder (or under such other
pledge agreement, as the case may be).
3.3 Uncertificated Securities. Notwithstanding anything to the
contrary contained in Sections 3.1 and 3.2, if any Pledged Securities (whether
now owned or hereafter
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acquired) are evidenced by an uncertificated security, the Pledgor shall
promptly: (i) notify the Pledgee of such uncertificated security; (ii) take all
actions required to perfect the security interest of the Pledgee therein under
applicable law; and (iii) notify the Pledgee of such actions taken. The Pledgor
further agrees: (i) to take such actions as the Pledgee deems necessary or
reasonably desirable to effect the foregoing and to permit the Pledgee to
exercise any of its rights and remedies hereunder; and (ii) to provide an
opinion of counsel satisfactory to the Pledgee with respect to any such pledge
of uncertificated Pledged Securities upon the pledge thereof and at any other
time promptly upon request of the Pledgee,
3.4 Change in Tax Law Event. If a Change in Tax Law Event occurs,
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then the Pledgor shall forthwith pledge, mortgage or charge hereunder (or under
another pledge agreement in form and substance satisfactory to the Pledgee, if
required by applicable law or if otherwise desirable to carry into effect the
purposes of this Agreement), that portion of the Securities of each Foreign
Subsidiary or Foreign Joint Venture Vehicle, as relevant, held by the Pledgor
and not heretofore pledged, mortgaged or charged pursuant to this Agreement (or
another pledge agreement). Thereafter such Securities will constitute Pledged
Securities, and the Pledgor will promptly deliver to the Pledgee a certificate
executed by a Responsible Officer describing such Pledged Securities and
certifying that the same have been duly pledged, mortgaged or charged with the
Pledgee hereunder (or under such other pledge agreement, as the case may be).
3.5 Certain Pledged Securities.Notwithstanding anything to the
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contrary contained in this Section 3, for the purpose of enabling the Pledgee to
exercise its rights under this Agreement, the Pledgor undertakes forthwith upon
the execution of this Agreement, if it has not already done so, at the cost of
the Pledgor, to procure the registration of the Pledged Securities issued by any
Legal Mortgage Subsidiary in the name of the Pledgee or its nominee and to
deposit or procure to be deposited with the Pledgee the certificates in respect
of such Pledged Securities together with signed and undated letters of
resignation in the form of Annex C from each director of each Legal Mortgage
Subsidiary appointed by the Pledgor. If the Pledgor shall acquire any additional
Securities issued by any Legal Mortgage Subsidiary, which Securities are
required to be pledged, mortgaged or charged hereunder pursuant to Sections 3.2
(ii) or 3.4, the Pledgor shall promptly upon receipt of such Securities (and at
its own expense) pledge, mortgage or charge such Securities hereunder (or under
another pledge agreement in form and substance satisfactory to the Pledgee, if
necessary under any applicable law or if otherwise desirable to carry into
effect the purposes of this Agreement) and register such Securities in the name
of the Pledgee or its nominee and deposit the certificates in respect of such
Securities with the Pledgee; provided, however, that so long as such
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Securities are not required to be deposited with the Pledgee pursuant to the
provisos to Section 3.2(ii), the Pledgor shall not be required to either
register such Securities in be name of the Pledgee or in nominee nor deposit
such Securities with the Pledgee. Thereafter such Securities will constitute
Pledged Securities, and the Pledgor will promptly deliver to the Pledgee a
certificate executed by a Responsible Officer describing such Pledged Securities
and certifying that the same have been duly pledged, mortgaged or charged with
the Pledgee hereunder (or under such other pledge agreement, as the case may
be).
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SECTION 4. APPOINTMENT OF AGENTS; ENDORSEMENTS. The Pledgee shall
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have the right to appoint one or More agents for the purpose of retaining
physical possession of the Pledged Securities and other Pledge Collateral, which
may be held (in the discretion of the Pledgee) in the name of the Pledgor,
endorsed or assigned in blankor in favor of the Pledgee or any nominee or
nominees of the Pledgee or an agent appointed by the Pledgee.
SECTION 5. VOTING AND OTHER RIGHTS WHILE NO EVENT OF DEFAULT.
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Unless and until an Event of Default shall have occurred and be continuing:
(a) the Pledgor shall be entitled to vote any and all Pledged
Securities other than those issued by Legal Mortgage Subsidiaries and to give
consents, waivers or ratifications in respect thereof;
(b) the Pledgee shall be entitled to vote any and all Pledged
Securities issued by Legal Mortgage Subsidiaries and to give consents, waivers
or ratifications in respect thereof and to otherwise exercise any and all rights
and powers attaching to such Pledged Securities, in each case as the Pledgor may
direct from time to time by notice in writing to the Pledgee; provided, however,
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that the Pledgee shall be under no obligation to so vote or give such consents,
waivers or modifications or otherwise act unless it shall have first received
from the Pledgor the amount of any payments required to be made in order for
such rights or powers to be validly exercised; and provided, further, that in
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the absence of any such direction or receipt of such amounts from the Pledgor
the Pledgee shall abstain from exercising such voting or other rights or powers;
and
(c) The Pledgee shall not utilize any director's resignation letter
delivered in connection with Section 3.5 of this Agreement;
provided, that in no event shall the Pledgor cast any vote, or give any consent,
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waiver or ratification or take any action or direct the Pledgee pursuant to
clause (b) above to take any such action which would violate or be inconsistent
with any of the terms of this Agreement, any other Note Document or any other
instrument or agreement referred to herein or therein or which would have the
effect of impairing the position or interests of the Pledgee or any Noteholder,
All such rights of the Pledgor to vote and to give consents, waivers and
ratifications or to direct the Pledgee pursuant to clause (b) above shall cease
upon the earlier to occur of: (i) delivery to the Pledgor of written notice from
any Noteholder pursuant to Section 9.1 of the Note Agreement or the Pledgee
stating that an Event of Default has occurred and is continuing; or (ii) a
Responsible Officer obtaining knowledge of any condition or event which
constitutes an Event of Default, when Section 7 shall become applicable;
provided, that the Pledgee shall be under no duty to deliver the written notice
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described in clause (i) of the foregoing unless and until it has received a
notice from any Noteholder stating that an Event of Default has occurred and is
continuing.
SECTION 6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an
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Event of Default shall have occurred and be continuing:
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(a) all cash dividends payable in respect of the Pledged Securities
other than Pledged Securities issued by Legal Mortgage Subsidiaries shall be
paid directly to the Pledgor; and
(b) all cash dividends payable in respect of Pledged Securities issued
by Legal Mortgage Subsidiaries shall be paid directly to the Pledgee, which will
pay the amount of such dividends received by it (after taking into account
deductions for withholding or any similar tax) to the Pledgor as soon as
practicable after receipt;
provided, that, notwithstanding any of the foregoing, all cash dividends payable
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in respect of the Pledged Securities which are determined by the Pledgee to
represent in whole or in part an extraordinary, liquidating or other
distribution in return of capital (each, a "Liquidating Dividend") shall be paid
directly to the Pledgee and retained by it as part of the Pledge Collateral
unless the event creating such Liquidating Dividend was permitted by, and did
not otherwise result in an Event of Default occurring under, the Note Agreement.
The Pledgee shall ▇▇▇ be entitled to receive directly, and to retain as part of
the Pledge Collateral:
(i) all other or additional stock or securities of a Subsidiary or
Joint Venture Vehicle, as relevant, paid or distributed by way of dividend in
respect of the Pledged Securities;
(ii) all other or additional stock or other securities or property
(including cash) paid or distributed in respect of the Pledged Securities by way
of stock-split, spin-off, split-up, reclassification, combination of shares or
similar rearrangement; and
(iii) all her or additional stock or other securities or property
which may be paid in respect of the Pledge Collateral by reason of any
consolidation, merger, exchange of stock, conveyance of assets, liquidation or
similar corporate reorganization or otherwise;
except, in each case, prior to the occurrence and continuance of an Event of
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Default, to the extent the receipt of such stock dividends and other securities
distributions would cause the Pledged Securities in respect of any Foreign
Subsidiary or Foreign Joint Venture Vehicle, as relevant, to exceed such Foreign
Subsidiary's or Foreign Joint Venture Vehicle's Maximum Foreign Pledge, in which
case the Pledgee shall be entitled to receive directly and retain as part of the
Pledge Collateral such amount of stock dividends and securities distributions as
is equal, together with the Pledged Securities previously pledged, to such
Foreign Subsidiary's or Foreign Joint Venture Vehicle's then existing Maximum
Foreign Pledge.
SECTION 7. REMEDIES IN CASE OF EVENT Of DEFAULT. In case an Event of
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Default shall have occurred and be continuing, the Pledgee shall be entitled to
exercise all the rights, powers and remedies vested in it (whether vested in it
by this Agreement, by any other Note Document or by law) for the protection and
enforcement of its rights in respect of the Pledge Collateral, and the Pledgee
shall be entitled without limi-
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tation to exercise the following rights, which the Pledgor hereby agrees to be
commercially reasonable:
(a) to receive all amounts payable in respect of the Pledge
Collateral otherwise payable under Section 6 to the Pledgor;
(b) to the extent permitted by law and to the extent not previously
transferred, to transfer all or any part of the Pledged Securities into the
Pledgee's name or the name of its nominee or nominees;
(c) to vote all or any part of the Pledged Securities (whether or not
transferred into the name of the Pledgee) and give all consents, waivers and
ratifications in respect of the Pledge Collateral and otherwise act with respect
thereto as though it were the outright owner thereof (the Pledgor hereby
irrevocably constituting and appointing the Pledgee the proxy and attorney-in-
fact of the Pledgor, with full power of substitution to do so, as further
provided in paragraph (e) below);
(d) at any time or from time to time to sell, assign and deliver, or
grant options to purchase, all or any part of the Pledge Collateral, or any
interest therein, at any public or private sale, without demand of performance,
advertisement or notice of intention to sell or of the time or place of sale or
adjournment thereof or to redeem or otherwise (all of which are hereby waived by
the Pledgor), for cash, on credit or for other property, for immediate or future
delivery without any assumption of credit risk, and for such price or prices and
on such terms as the Pledgee may determine, provided that at least 10 days'
notice of the time and place of any such sale shall be given to the Pledgor.
The Pledgor hereby waives and releases to the fullest extent permitted by law
any right or equity of redemption with respect to the Pledge Collateral, whether
before or after sale hereunder, and all rights, if any, of marshalling the
Pledge Collateral and any other security for the Secured Obligations or
otherwise. At any such sale, unless prohibited by applicable law, the Pledgee
on behalf of the Noteholders may bid for and purchase all or any part of the
Pledge Collateral so sold free from any such right or equity of redemption.
None of the Pledgee or the Noteholders shall be liable for failure to collect or
realize upon any or all of the Pledge Collateral or for any delay in so doing
nor shall any of them be under any obligation to take any action whatsoever with
regard thereto; and
(e) (i) The Pledgor hereby irrevocably appoints the Pledgee as its
attorney-infact with right of substitution, so that the Pledgee or any other
Person empowered by the Pledgee shall be authorized, without need of further
authorization from the Pledgor, upon the occurrence and continuance of an Event
of Default and in preservation of the rights of the Pledgee and the Noteholders
hereunder:
(A) to effect the sale of any of the Pledge Collateral in one or
more transactions to the extent permitted by law and in such other
manner as may be determined by the attorney-in-fact, including the
direct sale without public auction of any such Pledge Collateral at
such price, and upon such terms as may be determined by such attorney-
in-fact;
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(B) to enter upon any premises where the Pledge Collateral or any
part thereof may be located Without the need for a court order or other
form of authority otherwise than upon the authority granted herein;
(C) to take and retain actual possession and control of any such
Pledge Collateral as receivers without bond or otherwise, and transport any
such Pledge Collateral to any location as determined by such attorney-in-
fact;
(D) to administer, manage and use any of the Pledge Collateral;
(E) to conclude any agreement and collect any moneys thereunder or
otherwise due to the Pledgor in respect of, or generated through the usage
of, any of the Pledge Collateral;
(F) to exercise any of the rights of the Pledgor arising under or in
connection with the Pledge Collateral or to delegate to another Person, in
substitution of such attorney-in-fact, the exercise of such rights of the
Pledgor, under such terms as such attomey-in-fact shall deem proper or
necessary;
(G) to collect, claim and receive all moneys and avail itself of all
benefits that accrue and that may become due and payable to the Pledgor
with respect to the Pledge Collateral and to hold the same as security for
the timely payment and discharge by the Pledgor of the Secured Obligations;
(H) to send written notice to any Subsidiary or Joint Venture Vehicle
of the Pledgor instructing such Subsidiary or Joint Venture Vehicle to pay
all moneys due and owing to the Pledgor from time to time (whether payable
in U.S. dollars, in another convertible foreign currency or otherwise),
with respect to the Pledge Collateral to such bank accounts as shall be
designated in the notice;
(I) to institute and maintain such suits and proceedings as such
attorney-in-fact shall deem expedient to prevent any impairment of the
Pledge Collateral or to preserve and protect such attorney-in-fact's
interest therein;
(J) to execute and deliver such deeds of conveyance or sale as may be
necessary or proper for the purpose of conveying full title and ownership,
free from any claims and rights of the Pledgor, to any of the Pledge
Collateral, after foreclosure thereof; and
(K) in general, to sign such agreements and documents and perform
such acts and things required, necessary or, in the opinion of such
attorney-in-fact, advisable, to fully accomplish the purpose hereof.
(ii) This special power of attorney shall be deemed coupled with an
interest, and cannot be revoked by the Pledgor until the discharge in full of
the Secured Obligations. Upon the earlier to occur of: (A) delivery to the
Pledgor of written notice from any Noteholder pursuant to a notice delivered
under Section 9.1 of the Note Agreement or
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the Pledgee stating that an Event of Default has occurred and is continuing; or
(B) a Responsible Officer obtaining knowledge of any condition or event which
constitutes an Event of Default, the Pledgor shall abstain from exercising any
rights with respect to the Pledge Collateral which shall be inconsistent with
the exercise of the rights and functions herein granted to the Pledgee as
attorney-in-fact, including abstaining from collecting, claiming and receiving
any moneys with respect to the Pledge Collateral; provided, that in the Pledgee
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shall be under no duty to deliver the written notice described in clause (A) of
the foregoing unless and until it has received a notice from any Noteholder
stating that an Event of Default has occurred and is continuing. To the extent
that the Pledgor shall receive any moneys in respect thereof notwithstanding the
provisions of this paragraph (ii), it shall be deemed to have received such
funds for the account of the Pledgee and shall hold the same in trust and
promptly pay the same to the Pledgee or as it may direct from time to time.
SECTION 8. APPLICATION OF PROCEEDS. All moneys collected by the
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Pledgee upon any sale or other disposition of the Pledge Collateral, together
with all other moneys received by the Pledgee hereunder, shall be applied in the
following order of priority:
(a) FIRST, to the payment of such amounts as are due and payable to
the Pledgee or any of its agents (or any prior collateral agent) pursuant to
this Agreement or the Appointment Agreement, including the payment of all costs
and expenses incurred by the Pledgee in connection with such sale, the delivery
of the Pledge Collateral or the collection of any such moneys (including,
without limitation, attorneys' fees and expenses);
(b) SECOND, to the payment of the Secured Obligations in the
following order of priority to the extent such amounts are not sufficient to
repay the Secured Obligations in full and within each category on a pro rata
basis among the Noteholders:
(i) to the payment of charges, fees, indemnity obligations, costs
and expenses due under the Note Agreement or the other Note Documents to the
Noteholders;
(ii) to the payment of interest on interest which became overdue, if
any, with respect to the Notes;
(iii) to the payment of interest on principal with respect to the
Notes which became overdue;
(iv) to the payment of interest accrued with respect to the Notes;
(v) to the payment of principal with respect to the Notes; and
(vi) to the payment of premium, if any, with respect to the Notes.
(c) THIRD, any balance of such money as directed in writing by the
Pledgor.
10
SECTION 9. PURCHASERS OF PLEDGE COLLATERAL. Upon any sale of the
-------------------------------
Pledge Collateral by the Pledgee hereunder (whether by virtue of the power of
sale herein granted, pursuant to judicial process or otherwise), the receipt of
the Pledgee or the officer making the sale shall be a sufficient discharge to
the purchaser or purchasers of the Pledge Collateral so sold; and such purchaser
or purchasers shall not be obligated to see to the application of any part of
the purchase money paid over to the Pledgee or such officer or be answerable in
any way for the misapplication or nonapplication thereof.
SECTION 10. FURTHER ASSURANCES. Without limitation to the provisions
------------------
of Section 7, the Pledgor agrees that it will (in each case at its own expense):
(a) prepare, execute, file and refile such financing statements,
continuation statements and other documents in such offices as may be necessary
or reasonably desirable and wherever required or permitted by law in order to
perfect and preserve the Pledgee's security interest in the Pledge Collateral,
and the Pledgee agrees to execute such financing statements and other documents
prepared by the Pledgor, and the Pledgor hereby irrevocably authorizes the
Pledgee following am Event of Default, as its attorney-in-fact, to file or cause
to be filed such financing statements and amendments thereto and other documents
relative to all or any part of the Pledge Collateral without the signature of
the Pledgor where permitted by law;
(b) comply with the requirements of Section 7.13 of the Note
Agreement (which provision is incorporated in full herein by reference);
(c) do such further acts and things (including, without limitation,
paying all required documentary and other stamp tax) and execute and deliver to
the Pledgee such additional conveyances, assignments, agreements and instruments
(including without limitation one or more pledge agreements in form and
substance satisfactory to the Pledgee) as may be reasonably required or deemed
advisable to carry into effect the purposes of this Agreement or to further
assure and confirm unto the Pledgee its rights, powers and remedies hereunder;
and
(d) cause its Legal Mortgage Subsidiaries and each director thereof
appointed at any time by the Pledgor or any Subsidiary of the Pledgor: (i) to
register immediately in the register of members or similar document of the Legal
Mortgage Subsidiary any transfer of Pledged Securities which the Pledgee may
request according to the terms of this Agreement; and (ii) to deliver to the
Pledgee a signed and undated letter of resignation from such director, in the
form of Annex C.
SECTION 11. THE PLEDGEE. (a) The Pledgee will hold in accordance with
------------
the terms and provisions of the Appointment Agreement (which terms and
provisions are incorporated in full herein by reference) all Pledge Collateral
at any time received by it under this Agreement. It is expressly understood and
agreed that the obligations of the Pledgee as holder of the Pledge Collateral
and interests therein and with respect to the disposition thereof, and otherwise
under this Agreement, are only those expressly set forth
11
in this Agreement and in the Appointment Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Pledgee.
(b) In case of any litigation under this Agreement, or in case of any
enforcement of remedies or exercise of rights upon the occurrence of an Event of
Default, or in case the Pledgee deems that, by reason of any present or future
law of any jurisdiction, it may not or may not effectively exercise any of the
powers, rights or remedies herein granted to it or hold title to the properties,
in trust, as herein granted, or take any other action which may be desirable or
necessary in connection therewith, the Pledgee shall be entitled to appoint, to
the extent consistent with applicable law, one or more separate or additional
co-agents.
In the event that the Pledgee appoints an individual or institution as
a separate or additional co-agent: (i) any appointment of any such co-agent by
the Pledgee shall be made only with the prior written consent of the Pledgor and
the Required Holder(s) (except that, if the Pledgee shall have received written
notice from any Holder of Secured Obligations that a Default or an Event of
Default has occurred and is continuing, such consent shall be required only of
the Required Holder(s)), which consent shall not be unreasonably withheld or
delayed; and (ii) each and every remedy, power, right, title, interest, trust,
duty and obligation expressed or intended by this Agreement to be exercised by
or vested in, conveyed to or imposed upon, the Pledgee with respect thereto
shall be exercisable by and vest in such separate or additional co-agent but
only to the extent necessary, appropriate or desirable to enable such separate
or additional co-agent to exercise or have vested in it such powers, rights,
trusts, titles, interests, duties and obligations and remedies, and every
covenant and obligation necessary, appropriate or desirable to the exercise
thereof by such separate or additional co-agent shall run to and be enforceable
by either or any of them.
The Pledgee shall have the right to terminate the appointment of any such
co-agent hereunder with the prior written consent of the Pledgor and the
Required Holder(s) (except that, if the Pledgee shall have received written
notice from any Holder that a Default or an Event of Default has occurred and is
continuing, such consent shall be required only of the Required Holder(s)),
which consent shall not be unreasonably withheld or delayed. Should any
instrument in writing from the Pledgor be required by the separate or additional
co-agent so appointed by the Pledgee to more fully and certainly vest in and
confirm to it such remedies, rights, powers, titles, interests, trusts, duties
and obligations, any and all such instruments in writing shall, on request, be
executed, acknowledged and delivered by the Pledgor. In case any separate or
additional co-agent, or a successor to either, shall become incapable of acting,
resign or be removed, all the remedies, rights, powers, titles, interests,
trusts, duties and obligations of such separate or additional co-agent; so far
as permitted by law, shall vest in and be exercised by the Pledgee until the
appointment of a new agent or successor to such separate or additional co-agent.
SECTION 12. TRANSFER BY THE PLEDGOR. The Pledgor will not assign,
------------------------
sell or otherwise dispose of grant any option with respect to, or create, incur,
assume or suffer to exist any Lien on any portion of the Pledge Collateral or
any other Securities, except: (i) liens in favor of Persons other than the
Noteholders permitted under
12
Section 8.1 of the Note Agreement; and (ii) Liens created by this Agreement and
by any other Pledge Document.
SECTION 13. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGOR.
---------------------------------------------------------
The Pledgor represents and warrants that: (i) it is the legal, record and
beneficial owner of, and has good and marketable title to, the Securities
described as owned by it on Annex A hereto in existence on the date hereof,
subject to no Lien (except the Lien created by this Agreement); (ii) it has full
power, authority and legal right to pledge all such Securities pursuant to this
Agreement; (iii) all the shares of such Securities have been duly and validly
issued, are fully paid and nonassessable; (iv) this Agreement (and any other
pledge agreement entered into as contemplated by this Agreement) creates, as
security for the Secured Obligations, a valid and enforceable first priority
perfected Lien on all of the Pledge Collateral in existence on the date hereof,
in favor of the Pledgee for the benefit of the Noteholders, subject to no Lien
in favor of any other Person; (v) other than registrations and filings described
on Annex B hereto (all of which have been made prior to the date hereof or will
be made within the relevant statutory period) no consent, filing, recording or
registration is required to perfect the Lien purported to be created by this
Agreement; and (vi) the stock powers are duly executed and delivered and give
the Pledgee the rights and authority they purport to give. The Pledgor covenants
and agrees that: (i) it will defend the Pledgee's right, tide and lien in and to
the Pledge Collateral against the claims and demands of all Persons; and (ii) it
will take all actions within its powers to ensure that it will have like title
to and right to pledge any other property at any time hereafter pledged to the
Pledgee as Pledge Collateral hereunder.
SECTION 14. PLEDGOR'S OBLIGATIONS ABSOLUTE. The obligations of the
------------------------------
Pledgor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (i) any renewal,
extension, amendment or modification of, or addition or supplement to or
deletion from, the Note Agreement, any Note or any other instrument or agreement
referred to therein or any assignment or transfer of any thereof; (ii) any
waiver, consent, extension, indulgence or other action or inaction under or in
respect of the Note Agreement, any Note or any other such instrument or
agreement or any exercise or nonexercise of any right, remedy, power or
privilege under or in respect of the Note Agreement, any Note or any other such
instrument or agreement; (iii) any furnishing of any additional security to the
Pledgee or any acceptance thereof or any sale, exchange, release, surrender or
realization of or upon any security by the Pledgee; or (iv) any invalidity,
irregularity or unenforceability of all or part of the Secured Obligations or of
any security therefor or the termination or release of any security therefor.
SECTION 15. REGISTRATION. (a) If an Event of Default shall have
-------------
occurred and be continuing and the Pledgor shall have received from the Pledgee
a written request or requests that the Pledgor cause any registration,
qualification or compliance under any securities law or laws, or listing
requirements, to be effected with respect to all or any part of the Pledged
Securities, the Pledgor as soon as practicable and at its expense will use
13
its best efforts to cause such registration to be effected (and be kept
effective) and will use its best efforts to cause such qualification and
compliance to be effected (and be kept effective) as may be so requested and as
would permit or facilitate the sale and distribution of such Pledged Securities,
including without limitation, registration under any applicable securities laws
(including the Securities Act) and appropriate compliance with any other
governmental and listing requirements, provided that the Pledgee shall furnish
to the Pledgor such information regarding the Pledgee as the Pledgor may request
in writing and as shall be required in connection with any such registration,
qualification or compliance. The Pledgor will cause the Pledgee to be kept
reasonably advised in writing as to the progress of each such registration,
qualification or compliance and as to the completion thereof, will furnish to
the Pledgee such number of prospectuses, offering circulars or other documents
incident thereto as the Pledgee from time to time may reasonably request, and
agrees to indemnify and hold harmless the Pledgee and all others participating
in such registration, qualification or compliance (or the distribution of such
Pledged Securities) against all losses, liabilities, claims or damages caused by
any untrue statement (or alleged untrue statement) of a material fact contained
therein (or in any related registration statement, notification or the like) or
by any omission (or alleged omission) to state therein (or in any related
registration statement, notification or the like) a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as the same may have been caused by an untrue statement or
omission based upon information furnished in writing to the Pledgor by the
Pledgee expressly for use therein.
(b) If at any time when the Pledgee shall determine to exercise its
right to sell all or any part of the Pledged Securities pursuant to Section 7
such Pledged Securities or the part thereof to be sold shall not, for any reason
whatsoever, be effectively registered under any applicable securities law or
laws (including the Securities Act), the Pledgee may sell such Pledged
Securities or part thereof by private sale in such manner and under such
circumstances as the Pledgee may deem necessary or advisable in order that such
sale may legally be effected without such registration, provided that at least
10 days' notice of the time and place of any such sale shall be given to the
Pledgor. Without limiting the generality of the foregoing, in any such event
the Pledgee: (i) may proceed to make such private sale notwithstanding that a
registration statement for the purpose of registering such Pledged Securities or
part thereof shall have been filed under such securities laws; (ii) may approach
and negotiate with a single possible purchaser to effect such sale; and (iii)
may restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a view
to the distribution or sale of such Pledged Securities or any part thereof. In
the event of any such sale, the Pledgee shall incur no responsibility or
liability for selling all or any part of the Pledged Securities at a price which
the Pledgee (acting in accordance with instructions from the Required Holder(s))
may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the
possibility that a substantially higher price might be realized if the sale were
deferred until after registration as aforesaid.
SECTION 16. INDEMNITY. (a) The Pledgor covenants and agrees to pay to
----------
the Pledgee from time to time, and the Pledgee shall be entitled to, reasonable
compensation for all services rendered by it, and the Pledgor will pay or
reimburse the Pledgee upon its request for all reasonable expenses,
disbursements and advances incurred
14
or made by the Pledgee in accordance with any of the provisions of this
Agreement or any other Pledge Document (including the compensation and the
expenses and disbursements of its agents and counsel and of all Persons not
regularly in its employ).
(b) The Pledgor also covenants to indemnify the Pledgee (which, for
purposes of this Section 16, shall include in directors, officers, employees and
agents) for, and to hold it harmless from and against, any and all loss,
liability or expense reasonably incurred without gross negligence, wilful
misconduct or bad faith on the part of the Pledgee, arising out of or in
connection with the acceptance or administration of this trust, the exercise of
any rights and remedies arising out of this Agreement or any other Pledge
Document, or the performance of any of its duties, including the reasonable
costs and expenses of defending itself against any claim of liability and in
enforcing any provision of this Agreement or any other Pledge Document (except
any liability incurred with gross negligence, wilful misconduct or bad faith on
the part of the Pledgee), with interest thereon at a rate equal to that in the
Pledgee's customary banking practice with respect to overdrafts (including the
imposition of interest, fund, wage and administrative fees) from the date the
same shall have been paid until actually reimbursed.
(c) The obligations of the Pledgor under this Section 16 to
compensate and indemnify the Pledgee and to pay or reimburse the Pledgee for
reasonable expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the satisfaction, discharge or other
termination of this Agreement and any other Pledge Document and the resignation
or removal of the Pledgee hereunder
(d) To secure payment of such compensation, reimbursement and
indemnification, the Pledgee shall have a claim and Lien prior to that of any
party, which claim and Lien shall constitute Secured Obligations secured by this
Agreement.
SECTION 17. TERMINATION: RELEASE, Upon:
--------------------
(a) the receipt by the Pledgee of a certificate executed by each
Purchaser certifying that the conditions set forth in Section 5.3 of the Note
Agreement to the release of the Pledge Collateral have been satisfied; or
(b) the date on which the Secured Obligations have been discharged in
full;
this Agreement shall terminate, and the Pledgee, at the written request and
expense of the Pledgor, will promptly execute and deliver to the Pledgor a
proper instrument or instruments acknowledging the satisfaction and termination
of this Agreement, and will duly assign, transfer and deliver to the Pledgor,
without recourse and without any representation or warranty, such of the Pledge
Collateral as may be in the possession of the Pledgee and has not theretofore
been sold or otherwise applied or released pursuant to this Agreement, together
with any moneys at the time held by the Pledgee hereunder,
SECTION 18. NOTICES. All notices and other communications hereunder
-------
shall be in the English language, in writing and made at the addresses, in the
manner and
15
with the effect provided in Section 11.10 of the Note Agreement, provided that,
for this purpose, the address of the Pledgee shall be as follows:
The Chase Manhattan Bank, N.A.
Corporate Trust Administration
4 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ or
(▇▇▇) ▇▇▇-▇▇▇▇
or sent to the Pledgee at such other address as it may designate for itself by
notice given in accordance with this Section 18.
SECTION 19. MISCELLANEOUS.
-------------
19.1 Benefit of Agreement.
--------------------
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and permitted assigns of the parties
hereto and shall inure to the benefit of the Noteholders; provided, however,
-----------------
that the Pledgor may not, without the prior written consent of the Pledgee
(acting on the instructions of all the Noteholders), assign or transfer any of
its rights or obligations hereunder. The Pledgee may transfer, assign or grant
its rights hereunder in connection with an assignment or transfer of all or any
part of its interest in and rights under this Agreement pursuant to the
provisions of Sections 10 and 11 of the Appointment Agreement,
19.2 Amendment, Waiver.
-----------------
This Agreement may be changed, waived, discharged or terminated only with the
written consent of the Required Holder(s), the Pledgor and the Pledgee.
19.3 Governing Law.
-------------
This Agreement is a contract made under the laws of the State of New York of
the United States and shall for all purposes be construed and enforced in
accordance with, and the rights of parties shall be governed by, the laws of
such State.
19.4 Section Headings, Counterparts.
------------------------------
The headings of the several sections and subsections in this Agreement and the
title of this Agreement are inserted for convenience only and shall not any way
affect the meaning or construction of any provision of this Agreement. This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be an original, but all of which together shall constitute one
and the same instrument.
19.5 Severability.
------------
Any prov Any provision of this Agreement which is prohibited orunenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such
prohibition orunenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
16
19.6 Consent to Jurisdiction: Service of-Process.
-------------------------------------------
For the purposes of assuring that the Pledgee and the Noteholders may enforce
their respective rights under this Agreement, the Pledgor for itself and its
successors and assigns, hereby irrevocably: (i) agrees that any legal or
equitable action, suit or proceeding against the, Pledgor arising out of or
relating to this Agreement or the other Note Documents (including, without
limitation, the Agreement of Assignment as Collateral, dated as of the date
hereof, among the Pledgor, the Pledgee and the Purchasers), or any transaction
contemplated hereby or the subject matter of any of the foregoing may be
instituted in any state or Federal court in the Borough of Manhattan in the
State of New York; (ii) waives any objection which it may now or hereafter have
to the venue of any action, suit or proceeding in the State of New York or any
claim of forum non conveniens in the State of New York; and (iii) irrevocably
--------------------
submits itself to the non-exclusive jurisdiction of any state or Federal court
of competent jurisdiction in the Borough of Manhattan in the State of New York
for purposes of any such action, suit or proceeding. Without limiting the
foregoing, the Pledgor hereby appoints, in the case of any such action or
proceeding brought in the courts of or in the State of New York, CT Corporation
System, with offices on the date hereof at ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, to receive, for it and on its behalf, service of process in the State of
New York with respect thereto, provided the Pledgor may appoint any other
person, reasonably acceptable to the Pledgee (acting on the instructions of the
Required Holder(s)), with offices in the State of New York to replace such agent
for service of process upon delivery to the Noteholders of a reasonably
acceptable agreement of such new agent agreeing so to act. The Pledgor agrees
that service of process by means of notice (as provided in Section 11.10 of the
Note Agreement) of any such action, suit or proceeding with respect to any
matter as to which it has submitted to jurisdiction as set forth in this Section
19.6 shall be taken and held to be valid personal service upon it.
19.7 No Waiver: Remedies Cumulative.
------------------------------
No failure or delay on the part of the Pledgee or any Noteholder in exercising
any right, power or privilege hereunder or under any other Pledge Document, as
the case may be, and no course of dealing between the' Pledgor and the Pledgee
or any Noteholder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder or under any other
Pledge Document preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder or thereunder. The rights,
powers and remedies herein or in any other Pledge Document expressly provided
are cumulative and not exclusive of any rights, powers or remedies which the
Pledgee or any Noteholder, as the case may be, would otherwise have. No notice
to or demand on the Pledgor in any case shall entitle the Pledgor to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Pledgee or any Noteholder to any other or further
action in any circumstances without notice or demand.
19.8 New Secured Lenders.
-------------------
The parties acknowledge that Section 8.1 of the Note Agreement contemplates that
the Noteholders may enter into an intercreditor agreement for the purpose of
sharing the Pledge Collateral with the other parties to such agreement in
accordance with the terms thereof. It is understood that at the time of such
event, the Pledgor, the Pledgee and the Noteholders will investigate whether and
how this Agreement may be amended to accommodate and give effect to such an
intercreditor agreement.
17
IN WITNESS WHEREOF, The Pledgor and the Pledgee have caused this
Agreement to be executed by their duly elected officers duly authorized as of
the date first above written.
MAGINET CORPORATION
By : /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name : ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title : Chief Financial Officer
THE CHASE MANHATTAN BANK, N.A., as
Collateral Agent
By: /s/
Name :
Title :
IN WITNESS WHEREOF, the Pledgor and the Pledgee have caused this
Agreement to be executed by their duly elected officers duly authorized as of
the date first above written.
MAGINET CORPORATION,
THE CHASE MANHATTAN BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: SECOND VICE PRESIDENT
ANNEX A to
PLEDGE AGREEMENT
LIST OF SECURITIES AND PLEDGED SECURITIES
-----------------------------------------
Number of Number of
Name of Subsidiary or Securities Pledged Securities Percentage of Outstanding
Joint Venture Vehicle (ordinary shares) (ordinary shares) Shares of Capital Stock
Owned by Pledged by
Pledgor Pledgor Pledgor
Pacific Pay Video (HK) Limited 10,000 6,600 100% 66%
PPV Signapore Pte Ltd. 100,000 66,000 100% 66%
PPV Signapore Pte Limited (ACN) 100 66 100% 66%
059 748 588)
Pacific Pay Video New Zealand 100 66 100% 66%
Limited
Pacific Pay Video (Korea) Ltd. 266,667 176,000 85% 66%
Pacific Pay Video International 1,000 1,000 100% 100P%
Pacific Pay Video Limited 100 100 100% 100%
ANNEX B to
PLEDGE AGREEMENT
Registrations and Filings
-------------------------
1. Hong Kong
---------
Registration of the name of the Pledgee in the register of members or
shareholders of the Subsidiary.
2. Singapore
---------
Registration of the name of the Pledgee in the register of members or
shareholders of the Subsidiary.
3. Australia
---------
Registration of the name of the Pledgee in the register of members or
shareholders of the Subsidiary.
4. New Zealand
-----------
Registration of the name of the Pledgee in the register of members or
shareholders of the Subsidiary.
5. Korea
-----
None.
6. California
----------
UCC-1 Financing Statement filed with the California Secretary of State.
7. Japan
-----
None.
ANNEX C to
PLEDGE AGREEMENT
Form of Director's Resignation Letter
--------------------------------------
To: The Board of Directors of
[name of Subsidiary/Joint Venture Vehicle] (the "Company")
I, [name], hereby resign my position as a director of the Company with effect
from the date set forth below and waive all claims to fees or compensation in
connection with my resignation.
Dated this____ date of____.[signature]
[name]