Common use of EXTINCTION AND CANCELLATION OF THE PLEDGE Clause in Contracts

EXTINCTION AND CANCELLATION OF THE PLEDGE. (a) Without prejudice to the provisions set forth in paragraph (b) below, at the expiration of the Guaranteed Period, the Pledge will lose effectiveness, all the rights connected with the Shares will revert to the Constituent and, at the request and expense of the latter, the Bank will sign a document of consent to the cancellation of the Pledge bearing a firm date, giving instructions to the Company and to the Depositary to make the due notations in the Blocked Account and shareholders' register. (b) After the full and unconditional fulfillment of the Guaranteed Obligations, at the written request of the Constituent for the full release of the Pledge, the Bank will consent to the full release of the Pledge and to the notation of the cancellation of the Pledge even before the expiration of the Guaranteed Period giving for this purpose instructions to the Depositary, on the condition that the Constituent has delivered to the Bank, in a form and content satisfactory to the Bank: (i) the last certified annual balance sheet, the last semiannual report and the last quarterly report of the Company, certified pursuant to the law, showing no fact or circumstance from which it can be inferred in good faith that the Constituent is in a state of insolvency; and (ii) a declaration issued by the legal representative of the Constituent, declaring that the Constituent, as of the date of the full and unconditioned fulfillment of the Guaranteed Obligations and at the time of the release of the declaration to the Bank: (A) it was not and it is not in the situations referred to in article 2446 and 2447 of the civil code; (B) was not and is not in a state of insolvency. (c) Upon written request by the Constituent to the Bank and the Depositary, and with the cost, expense and Fees paid by the Constituent, in the occurrence of the conditions established in article 7.8 (Voluntary Reduction of the Collateral) of the Financing Contract, in compliance with its provisions, or at the time of the transfer, following a Demerger, to Hopa or one of its Subsidiaries or a vehicle company incorporated ad hoc with the Transferred Debt, pursuant to article 27 (Coverage by Hopa) of the Financing Contract, in the presence of the conditions set forth in paragraph 27.3(c) of said article: (i) the Bank undertakes to partially release the Pledge on the Shares or on the Financial assets specified in the exceeding Certificate of Release or however the Coverage level, by means of the subscription of an Instrument of partial cancellation of the Pledge; and (ii) the Depositary are engaged to complete, subsequently to the subscription of the Instrument referred to in the previous paragraph (i), all the formalities necessary in order to perfect the cancellation of the Pledge on Shares and other asset Financial institutions indicated in the being exceeded Certificate of Release or however the Coverage level. It remains however meant that, in spite of the partial liberation of the Pledge of which to This paragraph (c), the Pledge will continue to having flood validity and effectiveness on all the remaining actions and the Financial Assets not specified in the Certificate of Release.

EXTINCTION AND CANCELLATION OF THE PLEDGE. (a) Without prejudice to Notwithstanding the provisions set forth points established in paragraph section (b) below, at the expiration of the Guaranteed Period, the Pledge will lose effectivenessbe completely released by the Guaranteed Creditor at the request of the Constituent and with all expenses paid by the Constituent, all the rights connected with and, as a result, the Shares will revert again become free and all the Associated Rights will return to the Constituent andConstituent, at and the request and expense of the latter, the Bank Guaranteed Creditor will sign a document of consent to the annotation of the cancellation of the Pledge bearing a firm datePledge, giving instructions to the Company and to the Depositary to make the due notations in the Blocked Account and shareholders' registerthis regard. (b) After the full complete and unconditional fulfillment of the Guaranteed Obligations, at upon the written request of the Constituent for the full release of the Pledge, the Bank Guaranteed Creditor will consent consent, through the Agent, to the full completely release of the Pledge and to the notation of note the cancellation of the Pledge even before the expiration of the Guaranteed Period Period, giving for this purpose instructions to the DepositaryDepositary in this regard, on the condition that the Constituent Company has delivered given the following documents to the BankAgent, in a form and content considered satisfactory to by the BankAgent: (i) the last annual certified annual balance sheet, the last semiannual semi-annual report and the last quarterly report report, certified in accordance with the law; (ii) any prospectus, documentation, and/or information document communicated to the public and/or to Consob, in the year prior to the date of the Companycomplete and unconditional fulfillment of the Guaranteed Obligations, certified pursuant to in accordance with Part II, Sections I and II, and Part III, Section I of the law, showing Regulation of the Issuers; from which there is no fact or circumstance from which it the Agent can be inferred feel in good faith that the Constituent is in a state of insolvencyinsolvency or that it will become insolvent, or subject to bankruptcy procedure, liquidation, or any other similar procedure in Italy or abroad, in the two years subsequent to the date of release to the Agent of the documents discussed in this section b); and (iiiii) a declaration statement issued by the legal representative a member of the ConstituentBoard of Directors of the Constituent with executive duties, declaring in which he or she declares that the Constituent, as of on the date of the full complete and unconditioned unconditional fulfillment of the Guaranteed Obligations and at the time of the release of the declaration statement to the BankAgent: (A) it was not and it is not in the situations referred to situation discussed in article Article 2446 and 2447 of the civil code; (B) was not and is not in a state of insolvency; and, on the basis of the information in possession on that date (C) no fact or circumstance occurred or is occurring that may cause in good faith and reasonable feeling that the Constituent may be in a state of insolvency or may become insolvent, in liquidation, subject to bankrupcy or any similar procedure in Italy or abroad which is based on good grounds, in the two years following (or in any other term, as established by law) the date of issue of the aforementioned declaration to the Agent. (c) Upon the written request by on the part of the Constituent sent to the Bank Guaranteed Creditor and the Depositary, and with at the cost, expense expenses, and Fees paid by Taxes of the Constituent, in when the occurrence of the conditions established situations discussed in article 7.8 (Voluntary Reduction of the Collateral) of the Financing Loan Contract, in compliance with its provisions, or at the time of the transfer, following a Demerger, to Hopa or one of its Subsidiaries or a vehicle company incorporated ad hoc accordance with the Transferred Debt, pursuant to article 27 (Coverage by Hopa) of the Financing Contract, in the presence of the conditions set forth in paragraph 27.3(c) of said articleterms established therein: (i) the Bank undertakes Guaranteed Creditor agrees to partially release the Pledge on limited to the specific Shares or on the Financial assets specified in the exceeding Certificate of Release or however the Coverage levelCertificate, by means of signing a document for the subscription of an Instrument of partial cancellation return of the Pledge; and (ii) the Depositary are engaged agrees to completeperform, subsequently to after signing the subscription of the Instrument referred to document discussed in the previous paragraph point (i)) above, all the formalities actions necessary in order to perfect for the partial release of the Pledge, including the cancellation of the Pledge on Pledge, limited to the Shares and other asset Financial institutions indicated in the being exceeded Certificate of Release or however the Coverage level. Certificate. (d) It remains however meant that, in spite of is hereby understood that despite the partial liberation release of the Pledge of which to This paragraph discussed in section (c)) above, the Pledge will continue to having flood validity be fully valid and effectiveness on effective for all the remaining actions and the Financial Assets Shares not specified in the Certificate of ReleaseRelease Certificate.

EXTINCTION AND CANCELLATION OF THE PLEDGE. (a) Without prejudice to Notwithstanding the provisions set forth points established in paragraph section (b) below, at the expiration of the Guaranteed Period, the Pledge will lose effectivenessbe completely released by the Guaranteed Creditor at the request of the Constituent and with all expenses paid by the Constituent, all the rights connected with and, as a result, the Shares will revert again become free and all the Associated Rights will return to the Constituent andConstituent, at and the request and expense of the latter, the Bank Guaranteed Creditor will sign a document of consent to the annotation of the cancellation of the Pledge bearing a firm datePledge, giving instructions to the Company and to the Depositary to make the due notations Bank in the Blocked Account and shareholders' registerthis regard. (b) After the full complete and unconditional fulfillment of the Guaranteed Obligations, at upon the written request of the Constituent for the full release of the Pledge, the Bank Guaranteed Creditor will consent consent, through the Agent, to the full completely release of the Pledge and to the notation of note the cancellation of the Pledge even before the expiration of the Guaranteed Period Period, giving for this purpose instructions to the DepositaryDepositary Bank in this regard, on the condition that the Constituent Company has delivered given the following documents to the BankAgent, in a form and content considered satisfactory to by the BankAgent: (i) the last annual certified annual balance sheet, the last semiannual semi-annual report and the last quarterly report report, certified in accordance with the law; (ii) any prospectus, documentation, and/or information document communicated to the public and/or to Consob, in the year prior to the date of the Companycomplete and unconditional fulfillment of the Guaranteed Obligations, certified pursuant to in accordance with Part II, Sections I and II, and Part III, Section I of the law, showing Regulation of the Issuers; from which there is no fact or circumstance from which it the Agent can be inferred feel in good faith that the Constituent is in a state of insolvencyinsolvency or that it will become insolvent, or subject to bankruptcy procedure, liquidation, or any other similar procedure in Italy or abroad, in the two years subsequent to the date of release to the Agent of the documents discussed in this section b); and (iiiii) a declaration statement issued by the legal representative a member of the ConstituentBoard of Directors of the Constituent with executive duties, declaring in which he or she declares that the Constituent, as of on the date of the full complete and unconditioned unconditional fulfillment of the Guaranteed Obligations and at the time of the release of the declaration statement to the BankAgent: (A) it was not and it is not in the situations referred to situation discussed in article Article 2446 and 2447 of the civil code; (B) was not and is not in a state of insolvency; and, on the basis of the information in possession on that date (C) no fact or circumstance occurred or is occurring that may cause in good faith and reasonable feeling that the Constituent may be in a state of insolvency or may become insolvent, in liquidation, subject to bankrupcy or any similar procedure in Italy or abroad which is based on good grounds, in the two years following (or in any other term, as established by law) the date of issue of the aforementioned declaration to the Agent. (c) Upon the written request by on the part of the Constituent sent to the Bank Guaranteed Creditor and the DepositaryDepositary Bank, and with at the cost, expense expenses, and Fees paid by Taxes of the Constituent, in when the occurrence of the conditions established situations discussed in article 7.8 (Voluntary Reduction of the Collateral) of the Financing Loan Contract, in compliance with its provisions, or at the time of the transfer, following a Demerger, to Hopa or one of its Subsidiaries or a vehicle company incorporated ad hoc accordance with the Transferred Debt, pursuant to article 27 (Coverage by Hopa) of the Financing Contract, in the presence of the conditions set forth in paragraph 27.3(c) of said articleterms established therein: (i) the Bank undertakes Guaranteed Creditor agrees to partially release the Pledge on limited to the specific Shares or on the Financial assets specified in the exceeding Certificate of Release or however the Coverage levelCertificate, by means of signing a document for the subscription of an Instrument of partial cancellation return of the Pledge; and (ii) the Depositary are engaged bank agrees to completeperform, subsequently to after signing the subscription of the Instrument referred to document discussed in the previous paragraph point (i)) above, all the formalities actions necessary in order to perfect for the partial release of the Pledge, including the cancellation of the Pledge on Pledge, limited to the Shares and other asset Financial institutions indicated in the being exceeded Certificate of Release or however the Coverage level. Certificate. (d) It remains however meant that, in spite of is hereby understood that despite the partial liberation release of the Pledge of which to This paragraph discussed in section (c)) above, the Pledge will continue to having flood validity be fully valid and effectiveness on effective for all the remaining actions and the Financial Assets Shares not specified in the Certificate of ReleaseRelease Certificate.