Common use of Enforcement of Pledge Clause in Contracts

Enforcement of Pledge. 5.1 Pledgor shall immediately notify the Beneficiary in writing upon their discovery of any Event of Default. The Beneficiary may deliver a written notice of default (“Notice of Default”) to Pledgor upon the occurrence of the Event of Default or at anytime thereafter. The Notice of Default may demand that Pledgor immediately pay all outstanding payments due under the Loan Agreement and the other Principal Agreements and all other payments due to the Beneficiary. 5.2 Upon delivery of the Notice of Default under this Agreement, the Beneficiary or any of its agents shall become forthwith entitled to exercise, at its sole discretion and without further notice to the Pledgor, all or any of the following rights, remedies, and powers: (a) acquire all right, title, and interest to any of the Pledged Interests or beneficial interests according to the terms and conditions of this Agreement and terminate all rights of the Pledgor pertaining to the Pledged Interests or beneficial interests; (b) exercise at its sole discretion all voting, corporate, and other rights pertaining to the Pledged Interests or beneficial interests at any ML Shopping shareholders’ meeting or any other forum that impacts the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (c) exercise at its sole discretion any and all rights of conversion, sale, exchange, subscription, or any other rights, powers, privileges, or options pertaining to the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (d) receive all amounts, including dividends, interest, or any other monies incurring to each Pledgor from the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (e) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale, without advertising or giving notice of intention to sell or the time or place of any sale and without issuing a demand to any party for performance; (f) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale for cash, credit terms, exchange for other property, or any other price or terms and conditions established by the Beneficiary at is sole and absolute discretion for immediate or future delivery; (g) exercise any of the powers conferred on the Pledgor by any statute, deed, contract, or the articles of incorporation of ML Shopping inasmuch as all such powers of the Pledgor shall cease; (h) perform all other acts necessary or incidental and conducive to the exercise of any of the powers hereby conferred; (i) exercise all voting, consensual, and other powers of ownership pertaining to the Pledged Interests or beneficial interests, including all such powers in order to replace the directors of ML Shopping; and (j) perform all acts necessary to exercise, implement, and enforce the Pledge executed through this Agreement in accordance with applicable laws. 5.3 Each of the foregoing rights and remedies is in addition to all rights and remedies available to the Beneficiary under applicable laws, and they are enumerated under this Section as examples of the Beneficiary’s rights, remedies, and powers without limiting them in any way. 5.4 Upon the request of the Beneficiary, the Pledgor and ML Shopping shall execute all documents and take any other actions necessary to dispose the Pledged Interests or beneficial interests in accordance with the terms and conditions of this Agreement.

Enforcement of Pledge. 5.1 Pledgor shall immediately notify the Beneficiary in writing upon their discovery of any Event of Default. The Beneficiary may deliver a written notice of default (“Notice of Default”) to Pledgor upon the occurrence of the Event of Default or at anytime thereafter. The Notice of Default may demand that Pledgor immediately pay all outstanding payments due under the Loan Agreement and the other Principal Agreements and all other payments due to the Beneficiary. 5.2 Upon delivery of the Notice of Default under this Agreement, the Beneficiary or any of its agents shall become forthwith entitled to exercise, at its sole discretion and without further notice to the Pledgor, all or any of the following rights, remedies, and powers: (a) acquire all right, title, and interest to any of the Pledged Interests or beneficial interests according to the terms and conditions of this Agreement and terminate all rights of the Pledgor pertaining to the Pledged Interests or beneficial interests; (b) exercise at its sole discretion all voting, corporate, and other rights pertaining to the Pledged Interests or beneficial interests at any ML Rampage Shopping shareholders’ meeting or any other forum that impacts the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (c) exercise at its sole discretion any and all rights of conversion, sale, exchange, subscription, or any other rights, powers, privileges, or options pertaining to the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (d) receive all amounts, including dividends, interest, or any other monies incurring to each Pledgor from the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (e) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale, without advertising or giving notice of intention to sell or the time or place of any sale and without issuing a demand to any party for performance; (f) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale for cash, credit terms, exchange for other property, or any other price or terms and conditions established by the Beneficiary at is sole and absolute discretion for immediate or future delivery; (g) exercise any of the powers conferred on the Pledgor by any statute, deed, contract, or the articles of incorporation of ML Rampage Shopping inasmuch as all such powers of the Pledgor shall cease; (h) perform all other acts necessary or incidental and conducive to the exercise of any of the powers hereby conferred; (i) exercise all voting, consensual, and other powers of ownership pertaining to the Pledged Interests or beneficial interests, including all such powers in order to replace the directors of ML Rampage Shopping; and (j) perform all acts necessary to exercise, implement, and enforce the Pledge executed through this Agreement in accordance with applicable laws. 5.3 Each of the foregoing rights and remedies is in addition to all rights and remedies available to the Beneficiary under applicable laws, and they are enumerated under this Section as examples of the Beneficiary’s rights, remedies, and powers without limiting them in any way. 5.4 Upon the request of the Beneficiary, the Pledgor and ML Rampage Shopping shall execute all documents and take any other actions necessary to dispose the Pledged Interests or beneficial interests in accordance with the terms and conditions of this Agreement.

Enforcement of Pledge. 5.1 8.1 Upon the Security Trustee serving notice on the Pledgor following the occurrence of a Default or an Event of Default demanding the immediate repayment of any outstanding amount of the Secured Obligations and at all times thereafter, so long as the same shall be continuing, the Security Trustee may, in addition to any other remedies provided herein or in the Indenture or by applicable law, sell the Shares or any part thereof to a third party, for cash or other value, publicly or privately in such manner and on such terms, acting with due care, as the Security Trustee in its sole discretion deems fit, after the Security Trustee has given the Pledgor seven (7) business days prior notice of the time and place of any public sale or, as the case may be, the time after which a private sale may be made, and the Security Trustee shall not be liable for any loss arising from or in connection with the realisation of the Shares or any part thereof provided that it has acted with due care. 8.2 All costs and expenses (including legal fees) incurred by the Security Trustee and the Trustee in connection with the enforcement of the security created by this Agreement shall be borne by the Pledgor and the Pledgor shall immediately notify indemnify and hold the Beneficiary Security Trustee harmless in writing upon their discovery respect of any Event such costs and expenses. 8.3 Chapter 10 Section 2 of Default. The Beneficiary may deliver a written notice the Swedish Commercial Code (Sw: Handelsbalken 10:2) shall not apply to this Agreement. 8.4 All moneys received by the Security Trustee in exercise of default (“Notice the rights, powers and remedies under this Agreement or by law shall be applied by the Security Trustee in the manner and order set out in the Indenture. 8.5 For the purpose of Default”) to Pledgor enforcing the security created by this Agreement upon the occurrence of the a Default or an Event of Default or at anytime thereafter. The Notice of Default may demand that Pledgor immediately pay all outstanding payments due under the Loan Agreement and the other Principal Agreements and all other payments due to the Beneficiary. 5.2 Upon delivery of the Notice of Default under this AgreementDefault, the Beneficiary or any Pledgor irrevocably authorises and empowers the Security Trustee to act in the name of its agents shall become forthwith entitled to exercise, at its sole discretion and without further notice to the Pledgor, all or any of the following rights, remedies, and powers: (a) acquire all right, title, and interest to any of the Pledged Interests or beneficial interests according to the terms and conditions of this Agreement and terminate all rights on behalf of the Pledgor pertaining to the Pledged Interests or beneficial interests; (b) exercise at its sole discretion all voting, corporate, and other rights pertaining to the Pledged Interests or beneficial interests at any ML Shopping shareholders’ meeting or any other forum that impacts the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (c) exercise at its sole discretion any and all rights of conversion, sale, exchange, subscription, or any other rights, powers, privileges, or options pertaining to the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (d) receive all amounts, including dividends, interest, or any other monies incurring to each Pledgor from the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (e) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale, without advertising or giving notice of intention to sell or the time or place of any sale and without issuing a demand to any party for performance; (f) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale for cash, credit terms, exchange for other property, or any other price or terms and conditions established by the Beneficiary at is sole and absolute discretion for immediate or future delivery; (g) exercise any of the powers conferred on the Pledgor by any statute, deed, contract, or the articles of incorporation of ML Shopping inasmuch as all such powers of the Pledgor shall cease; (h) perform all other acts necessary or incidental and conducive to the exercise of any of the powers hereby conferred; (i) exercise all voting, consensual, and other powers of ownership pertaining to the Pledged Interests or beneficial interests, including all such powers in order to replace the directors of ML Shopping; and (j) perform do all acts necessary to exercise, implement, and enforce the Pledge executed through this Agreement in accordance with applicable laws. 5.3 Each of the foregoing rights and remedies is in addition to all rights and remedies available to the Beneficiary under applicable laws, and they are enumerated under this Section as examples of the Beneficiary’s rights, remedies, and powers without limiting them in any way. 5.4 Upon the request of the Beneficiary, the Pledgor and ML Shopping shall execute all documents and take any other actions necessary to dispose or appropriate steps in respect of the Pledged Interests or beneficial interests sale of the Security Assets. The power of attorney set out in accordance with the terms this Clause 8.5 and conditions of Schedule 3 shall be valid for as long as this AgreementAgreement remains in force.

Enforcement of Pledge. 5.1 Pledgor shall immediately notify the Beneficiary in writing upon their discovery of any Event of Default. The Beneficiary may deliver a written notice of default (“Notice of Default”) to Pledgor upon the occurrence of the Event of Default or at anytime thereafter. The Notice of Default may demand that Pledgor immediately pay all outstanding payments due under the Loan Agreement and the other Principal Agreements and all other payments due to the Beneficiary. 5.2 Upon delivery of the Notice of Default under this Agreement, the Beneficiary or any of its agents shall become forthwith entitled to exercise, at its sole discretion and without further notice to the Pledgor, all or any of the following rights, remedies, and powers: (a) acquire all right, title, and interest to any of the Pledged Interests or beneficial interests according to the terms and conditions of this Agreement and terminate all rights of the Pledgor pertaining to the Pledged Interests or beneficial interests; (b) exercise at its sole discretion all voting, corporate, and other rights pertaining to the Pledged Interests or beneficial interests at any ML Shopping Information Technology shareholders’ meeting or any other forum that impacts the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (c) exercise at its sole discretion any and all rights of conversion, sale, exchange, subscription, or any other rights, powers, privileges, or options pertaining to the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (d) receive all amounts, including dividends, interest, or any other monies incurring to each Pledgor from the Pledged Interests or beneficial interests inasmuch as all such rights of the Pledgor pertaining to the Pledged Interests or beneficial interests shall cease; (e) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale, without advertising or giving notice of intention to sell or the time or place of any sale and without issuing a demand to any party for performance; (f) sell, grant purchase options, assign, deliver, transfer or otherwise dispose of all or any part of the Pledged Interests or beneficial interests at any public or private sale for cash, credit terms, exchange for other property, or any other price or terms and conditions established by the Beneficiary at is sole and absolute discretion for immediate or future delivery; (g) exercise any of the powers conferred on the Pledgor by any statute, deed, contract, or the articles of incorporation of ML Shopping Information Technology inasmuch as all such powers of the Pledgor shall cease; (h) perform all other acts necessary or incidental and conducive to the exercise of any of the powers hereby conferred; (i) exercise all voting, consensual, and other powers of ownership pertaining to the Pledged Interests or beneficial interests, including all such powers in order to replace the directors of ML ShoppingInformation Technology; and (j) perform all acts necessary to exercise, implement, and enforce the Pledge executed through this Agreement in accordance with applicable laws. 5.3 Each of the foregoing rights and remedies is in addition to all rights and remedies available to the Beneficiary under applicable laws, and they are enumerated under this Section as examples of the Beneficiary’s rights, remedies, and powers without limiting them in any way. 5.4 Upon the request of the Beneficiary, the Pledgor and ML Shopping Information Technology shall execute all documents and take any other actions necessary to dispose the Pledged Interests or beneficial interests in accordance with the terms and conditions of this Agreement.