PERFECTION OF THE PLEDGE. For the perfection of the Pledge, for purposes of Article 5 (2) (a) of the Law on financial collateral arrangements, the Relevant Pledged Assets in the relevant GC Pooling Re-use Basic Clearing Member Pledged Securities Account shall be designated in CBL’s books as collectively pledged in favour of the Pledgee (the “Perfection Requirement”). For this purpose, on or around the execution of the Agreement, the Collateral Giver shall inform CBL by or through the execution of the Collateral Management Service Agreement for Collateral Giver, and notably by the completion of Appendix A thereunder (the “Appendix A”), of the existence of the Pledge and that any Relevant Pledged Assets standing to the credit of the GC Pooling Re-use Basic Clearing Member Pledged Securities Account(s) is to be pledged in favour of Eurex Clearing AG (altogether, the “Pledge Information”). For the avoidance of any doubt, the provision of the Pledge Information to CBL by the Collateral Giver through Appendix A will automatically entail compliance by CBL with the Perfection Requirement; no further notice or instruction by the Collateral Giver, or any other Party, to CBL shall be required, without prejudice however to the notice that shall be served by the Third Party Pledge Holder to CBL when the Pledgor is the Collateral Giver, in accordance Clause 4.5 below. Accordingly, pursuant to the collateral management services provided by CBL under the Collateral Management Services Agreements and CBL’s systems, following completion of Appendix A CBL will automatically xxxx any Relevant Pledged Assets deposited from time to time to the credit of the GC Pooling Re-use Basic Clearing Member Pledged Securities Account(s) as pledged in favour of the Pledgee.
PERFECTION OF THE PLEDGE. For the perfection of the Pledge, for purposes of Article 5 (2) (a) of the Law on financial collateral arrangements, the Relevant Pledged Assets in the relevant Luxembourg Basic Clearing Member Pledged Securities Account, shall be designated in CBL’s books as collectively pledged in favour of the Pledgee. For this purpose, upon the execution of the Agreement, the Pledgor, the Third Party Pledge Holder and the Pledgee shall execute the notice of Pledge set out in Attachment 1 hereto, the original executed version of which shall then as soon as reasonably possible be sent by the Collateral Giver to CBL. The Collateral Giver shall ensure that CBL returns a duly acknowledged version of the notice of Pledge to the Pledgee. Except as provided and permitted otherwise in this Schedule 2, the Parties hereby agree that CBL, shall act solely in accordance with the instructions of the Pledgee, as further set out in the notice to be served in accordance with Attachment 1 hereto.
PERFECTION OF THE PLEDGE. The Pledgor hereby covenants to execute in good faith and to cause any other appropriate parties or individuals to execute all certificates, agreements, deeds, covenants or notices required by the Beneficiary to perfect or exercise any of the Beneficiary’s rights under this Agreement.
PERFECTION OF THE PLEDGE. 4.1 The Pledgor hereby covenants to execute in good faith and to cause any other appropriate parties or individuals to execute all certificates, agreements, deeds, covenants, or notices required by the Beneficiary to perfect or exercise any of the Beneficiary’s rights under this Agreement.
4.2 ML Shopping shall, immediately upon the execution of this Agreement, execute and deliver a capital contribution certificate in the form attached hereto as Schedule 2 (“Capital Contribution Certificate”) for the Pledged Interests and the shareholders’ register in the form attached hereto as Schedule 3 (“Shareholders’ Register”) containing the Pledge. The Beneficiary shall maintain custody of such items during the Term of this Agreement.
4.3 The Pledgor and the Beneficiary shall register the Pledge under this Agreement with a qualified Chinese Public Notary within three (3) business days following the execution of this Agreement.
PERFECTION OF THE PLEDGE. 3.1. The Pledgor shall (i) within ten (10) Business Days of the date of this Agreement, notify this Pledge to the Bank, such notice to be substantially in the form set out in Schedule 1, and (ii) use reasonable endeavours to obtain, within twenty (20) Business Days, a duly executed acknowledgement substantially in the form set out in Schedule 2 hereto duly executed by the Bank, provided that, if the Pledgor has not been able to obtain such acknowledgment, any obligation to obtain such acknowledgement shall cease on the expiry of the aforementioned twenty (20) Business Days.
3.2. Upon execution by the Bank of the aforementioned acknowledgement and by virtue of the execution of this Agreement, the Pledge shall be perfected in accordance with Article 5 of the Financial Collateral Law.
3.3. In respect of any Future Account, the Pledgor undertakes to reiterate the formalities referred to in Clauses 3.1 to and including 3.2 above upon a written request from the Pledgee (such request not to be made more than once annually or before the first anniversary of the Interim Closing Date).
PERFECTION OF THE PLEDGE. (a) By executing this Pledge Agreement as intervening party, the Company hereby acknowledges and expressly accepts the Pledge.
(b) The Pledgor will register, or procure the registration (inscription) of, the Pledge in the Company’s register of holders of PECs (the PECs Register) in the name of the Pledgee and will provide the Pledgee with a signed copy of the PECs Register evidencing such registration on the date of execution of this Pledge Agreement. The Company hereby undertakes to proceed to, or assist with, such registration. The text to be used for the registration shall be the following: “55% of the aggregate value of the preferred equity certificates issued by CB INTERNATIONAL FINANCE S.À X.X. (the Company) (the PECS) and owned, from time to time, by CONSTELLATION BRANDS, INC., have been pledged as a first ranking security in favour of BANK OF AMERICA, N.A., acting as administrative agent for the Secured Parties, pursuant to a PECs pledge agreement dated 3 May 2012 and made between CONSTELLATION BRANDS, INC. as pledgor and BANK OF AMERICA, N.A. as pledgee in the presence of CB INTERNATIONAL FINANCE S.À X.X. as the Company.”
(c) The Pledgor and the Company hereby instruct and appoint any manager of the Company, each acting individually, with full power of substitution, as their proxies to register the Pledge in the PECs Register.
(d) The Pledgor undertakes to reiterate the formalities referred to in sub-clause (b) above each time that the security constituted by this Pledge Agreement is extended to further PECs of the Company.
PERFECTION OF THE PLEDGE. 4.1 Upon request of the Beneficiary, the Pledgor hereby undertakes to sign all certificates, agreements, covenants, undertakings or notices, and procure other Parties or individuals to sign all certificates, agreements, covenants, undertakings or notices requested by the Beneficiary, to facilitate the perfection or exercise of the Beneficiary’s rights provided in this Agreement.
4.2 Upon the execution of this Agreement, the Pledgor shall sign and deliver its capital contribution certificate (the “ Capital Contribution Certificate ”) in the form provided in the Exhibit 2 of this Agreement, and the share register of the Domestic Company (the “ Share Register ”) in the form provided in the Exhibit 3 of this Agreement. The Beneficiary shall remain the custodian of such documents throughout the whole Term of this Agreement.
4.3 Within three (3) working days upon the completion of the registration of the Pledge, the Pledgor and Beneficiary shall notarize the Pledge under this Agreement with competent notary public.
4.4 The Pledgor, Domestic Company and WFOE shall register the Pledge within fifteen working days upon the execution of this Agreement.
PERFECTION OF THE PLEDGE. (a) The Pledge shall, by virtue of the execution of this Agreement, be perfected in accordance with Luxembourg law, including the Collateral Law.
(b) The Debtor acknowledges the Pledge constituted by this Agreement, by countersigning this Agreement.
PERFECTION OF THE PLEDGE. For the perfection of the Pledge, for purposes of Article 5 (2) a) (ii) of the Law on financial collateral arrangements, as amended, the Parties hereby agree that CBL, as depository of the assets standing to the credit of any Luxembourg Pledged Securities Account, shall act solely in accordance with the instructions of the Pledgee. The Parties shall send to CBL the joint notification set out in Attachment 1 hereto and the Pledgor undertakes to promptly obtain the acceptance by CBL of the waiver attached thereto.
PERFECTION OF THE PLEDGE. 3.1. The Pledge shall, by virtue of the execution of this Agreement, be acknowledged and accepted by the Company and thereby perfected in accordance with article 5 of the Financial Collateral Law.
3.2. The Pledge shall as soon as reasonably practicable following the date of this Agreement be recorded in the Shareholders’ Register. The wording of the registration in respect of the Shares shall be as follows: “Pursuant to and in accordance with the share pledge agreement dated 2021 (the “Pledge Agreement”), the Pledged Assets (as such term is defined the Pledge Agreement), which term includes all the shares of the Company owned from time to time by Cobham Ultra PIKCo S.à x.x., have been pledged in favour of HSBC Corporate Trustee Company (UK) Limited as pledgee, to secure the payment of the Secured Liabilities (all capitalised terms having the meaning given to them in the Pledge Agreement)”. In this respect, the Pledgor, as soon as reasonably practicable following the execution of this Agreement, instructs and appoints any manager of the Company acting individually:
(a) to register the Pledge in the Shareholders’ Register; and
(b) to deliver to the Pledgee, as soon as reasonably practicable following the date of this Agreement, a copy of the relevant pages of the Shareholders’ Register showing that the Pledge over the Shares has been duly recorded.
