P L E D G E
THIS PLEDGE is made on the 2nd day of December, 2002, between the
following parties:
(1) XXXXX.XXX LTD., a company incorporated under the laws of Israel
(company registration number 52-243829-2), having its registered
office at Scientific Xxxxxxxxxx Xxxxxx, X.X. Xxx 000, Xxxxx
00000, Xxxxxx ("Xxxxx.Xxx")
(2) BANK LEUMI LE-ISRAEL B.M., as trustee for the benefit of the
Secured Creditors ("the Trustee")
W H E R E A S :
(A) the Participating Banks made certain loan facilities available to Partner
on the terms and subject to the conditions set out in the Facility
Agreement. One of those conditions was that Matbit Telecommunications
Systems Ltd. ("Matbit"), being a shareholder of Partner, grant to the
Trustee for the benefit of the Secured Creditors (including the Trustee) a
first-ranking pledge with respect, inter alia, to the Shares and the other
Pledged Assets, as security for the Secured Obligations, such pledge to be
held by the Trustee on trust for the Secured Creditors; and
(B) Matbit created in favour of the Trustee (as trustee for the benefit of the
Secured Creditors (including the Trustee)), the following first-ranking
fixed pledges: (i) a Share Pledge dated September 10, 1998, as amended on
December 21, 1999 and as further amended on August 7, 2000 and March 13,
2002, respectively, a copy of which Share Pledge, as amended, is annexed
hereto as Schedule A ("the First Pledge"); and (ii) a Share Pledge dated
October 24, 1999, as amended on December 21, 1999 and as further amended on
August 7, 2000, March 13, 2002 and April 24, 2002, respectively, a copy of
which Share Pledge, as amended, is annexed hereto as Schedule B ("the
Second Pledge") (the First Pledge and the Second Pledge, together, shall be
referred to as "the Share Pledges"), pursuant to which Share Pledges Matbit
undertook, inter alia, not to sell, assign or otherwise transfer all or any
of the shares or other assets pledged under such Share Pledges unless: (a)
such shares and other assets were sold, assigned or transferred subject to
the first-ranking pledges created pursuant to the
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aforesaid Share Pledges; and (b) the transferee of such shares and other
assets is duly and validly bound by, inter alia, a pledge, mutatis
mutandis, in the same form as the Share Pledges and subject to compliance
with the other conditions for such sale, assignment and transfer as set out
in such Share Pledges; and
(C) Xxxxx.Xxx and Matav Investments Limited are each shareholders of Matbit
and, together, hold the entire issued share capital of Matbit; and
(D) pursuant to a resolution of Matbit in general meeting adopted on July 17,
2002, and passed in accordance with Section 319(2) of the Companies
Ordinance [New Version], 1983, it was resolved that Matbit be voluntarily
wound-up and in connection with such winding-up, the liquidator of Matbit
have subsequently decided to distribute to Xxxxx.Xxx (such distribution
being subject to such Share Pledges as aforesaid), inter alia, the Shares;
and
(E) the Shares are subject to the pledges and charges created by Matbit in
favour of the Trustee under the Share Pledges, as aforesaid; and
(F) Xxxxx.Xxx acknowledges that the Shares and other Pledged Assets have been
distributed to, and acquired by, it subject to the first-ranking fixed
pledges and charges in favour of the Trustee (as trustee for the benefit of
the Secured Creditors (including the Trustee)) in accordance with the
provisions of the Share Pledges and Xxxxx.Xxx confirms and agrees that such
Shares and other Pledged Assets shall remain so pledged, as security for
the Secured Obligations under the Share Pledges; and
(G) in order to ensure that Xxxxx.Xxx, being the transferee of the Shares from
Matbit, is duly and validly bound by, inter alia, a pledge mutatis
mutandis, in the same form as the Share Pledges and in order to ensure
further compliance with the provisions of the Share Pledges regarding the
sale, assignment or transfer by Matbit of the Shares to Xxxxx.Xxx, as
contemplated in paragraph (D) above, Xxxxx.Xxx has agreed to enter into
this Pledge and to grant in favour of the Trustee (as trustee for the
benefit of the Secured Creditors (in the Trustee)), a first ranking pledge
over the Pledged Assets as security for the Secured Obligations, all in
accordance with the term of the Pledge below; and
(H) the Trustee is holding the benefit of this Pledge on trust for the Secured
Creditors in accordance with the terms of the Security Trust Deed; and
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(I) the Trustee acknowledges that realisation of the pledge under this Pledge
is subject to the restrictions in relation to such realisation imposed
under the Licence, namely, that the prior written consent of the Minister
of Communications may be required prior to any such realisation.
1. INTERPRETATION
1.1. In this Pledge, the following terms have the meanings given to them in
this clause 1.1:
1.1.1. "Account Bank" - means the Trustee or such other Israeli
bank as the Trustee shall direct from
time to time in accordance with clause
1.2.4 below;
1.1.2. "Business Day" - means a day on which banks are generally
open for business in Tel-Aviv;
1.1.3. "Default Rate" - means the default rate of interest as
determined in clause 8.3 of the Facility
Agreement;
1.1.4. "Xxxxx.Xxx Unutilised
Cash Account" - means the Unutilised Cash Account (as
defined in the Facility Agreement)
relevant to Xxxxx.Xxx;
1.1.5. "Encumbrance" - means: (a) a mortgage, charge, pledge,
lien or other security interest securing
any obligation of any person, (b) any
arrangement under which money or claims
to, or the benefit of, a bank or other
account may be set-off or made subject
to a combination of accounts so as to
effect payment of sums owed or payable
to any person, or (c) any other type of
preferential arrangement (including
title transfer and retention
arrangements) having a similar effect;
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1.1.6. "Enforcement Event" - means the occurrence of any Event of
Default (as described in clause 17 of
the Facility Agreement, a copy of which
clause is annexed hereto as Schedule C);
1.1.7. "Facility Agreement" - means the Facility Agreement dated
August 13, 1998 made between (1) Partner
as the Borrower; (2) ABN AMRO Bank N.V.,
Bank Hapoalim B.M., the Trustee, Chase
Manhattan plc, and Citibank, N.A. as the
Arrangers; (3) Chase Manhattan
International Limited and Bank Hapoalim
B.M., as the Facility Agents; (4) the
Trustee as Security Trustee; (5) Chase
Manhattan International Limited as
Co-ordinating Agent; and (6) the Banks;
as such agreement has been amended,
inter alia, by an Amending and
Rescheduling Agreement dated 9 July,
2000, the banks parties to the Facility
Agreement as at the Effective Date being
Bank Leumi Le-Israel B.M., Israel
Discount Bank Ltd., Bank Hapoalim B.M.,
The First International Bank of Israel
Ltd., United Mizrahi Bank Ltd.,
Mercantile Discount Bank Ltd. and
Citibank N.A.;
1.1.8. "Obligor" - means Partner and each Guarantor (as
such terms are defined in the Facility
Agreement);
1.1.9. "Optional Israeli Banks" - means Bank Hapoalim B.M., Israel
Discount Bank Ltd., the First
International Bank of Israel Ltd. and
United Mizrahi Bank Ltd.;
1.1.10. "Partner" - means Partner Communications Company
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Ltd., a company incorporated in Israel
(registered number 52-004431-4);
1.1.11. "Pledged Assets" - means the Shares, Related Rights in
respect thereof, the Realisation Account
and the Shareholder Loans;
1.1.12. "Realisation Account" - means each account maintained from time
to time by Xxxxx.Xxx for the purposes of
clause 7 at the main branch of the
Account Bank or such other branch of the
Account Bank as the Trustee may from
time to time approve;
1.1.13. "Receiver" - means a receiver, receiver and
administrator, an administrator or
similar such officer (whether appointed
provisionally, temporarily, or otherwise
and whether appointed pursuant to this
Pledge, pursuant to any law, by a court
or otherwise);
1.1.14. "Related Rights" - means in relation to the Shares, all
dividends or other moneys paid or
payable in relation thereto and all
shares, warrants, securities, rights,
moneys or property accruing or offered
at any time in relation to the Shares by
way of redemption, substitution,
exchange, bonus, pursuant to option
rights or otherwise; excluding all
dividends or other moneys received by
Xxxxx.Xxx by way of Permitted
Distributions;
1.1.15. "Reservations" - means the reservations listed in
Schedule D hereto;
1.1.16. "Secured Creditors" - means the Trustee, the Facility Agent,
the Arranger, the Participating Banks,
the Secured Interest Rate Hedge
Providers, Israel Discount Bank
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Ltd., in its capacity as issuer of the
IDB Performance Bond and any other
persons who shall have acceded to the
Security Trust Deed (other than a party
which has ceased to be a party thereto);
1.1.17. "Secured Obligations" - means all present and future obligations
and liabilities (whether actual or
contingent, whether owed jointly or
severally, or in any other capacity
whatsoever), of Partner and any other
Obligor to the Secured Creditors (or any
of them) under each of the Facility
Documents as well as all amounts owed by
Xxxxx.Xxx under this Pledge, together
with all costs, charges and expenses
(including legal fees) incurred by any
Secured Creditor in connection with the
protection, preservation or enforcement
of its respective rights under the
Facility Documents;
1.1.18. "Security Period" - means the period beginning on the date
hereof and ending on the date upon which
the Trustee is reasonably satisfied
that: (a) none of the Secured Creditors
is under any commitment, obligation or
liability (whether actual or contingent)
to make advances or provide other
financial accommodation to Partner or
any other Borrower under the Facility
Documents; and (b) all the Secured
Obligations which have arisen have been
unconditionally and irrevocably paid and
discharged in full or the security
hereby created has been unconditionally
and irrevocably released and discharged
by the Trustee;
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1.1.19. "Shareholder Loans" - means all rights of whatsoever nature of
Xxxxx.Xxx under or in connection with
any Shareholder Loan Agreement,
excluding: (i) amounts of Shareholder
Loans given pursuant to the 2.7 Letter
by way of deposit in the Xxxxx.Xxx
Unutilised Cash Account, so long as such
amounts are so deposited in such
account; and (ii) all moneys received by
Xxxxx.Xxx with respect to such
Shareholder Loans by way of a Permitted
Distribution (as defined in clause 16.14
of the Facility Agreement);
1.1.20. "Shareholders' means the relationship agreement between
Agreement" the shareholders of Partner dated
October 10, 1999, or any other agreement
between the shareholders of Partner
replacing such agreement and falling
within the definition of "Shareholders'
Agreement" within the meaning of such
term in the Facility Agreement;
1.1.21. "Share Pledges" - shall have the meaning ascribed to such
term in paragraph (B) of the recitals to
this Pledge;
1.1.22. "Shares" - means 15,856,551 ordinary shares,
nominal value NIS 0.01 each in the share
capital of Partner, numbered
2,550,001-4,069,200;
7,117,401-8,904,800;
57,249,626-59,986,052; and
97,430,140-107,243,663 (inclusive), all
registered in the name of Xxxxx.Xxx.
1.2.1. Unless otherwise defined in this Pledge, terms defined and
references construed in the Facility Agreement shall have the
same meaning and construction in this Pledge. References herein
to clauses of the Facility Agreement are references to
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clauses in the conformed copy of the Facility Agreement of August
7, 2000.
1.2.2. Any payment made under any Facility Document which is capable of
being avoided or otherwise set aside on liquidation or otherwise,
shall, for as long as such payment is capable of being avoided or
set aside, not be considered to have been irrevocably paid for
the purposes of this Pledge.
1.2.3. Unless otherwise stated, all references in this Pledge to this
Pledge or to any other agreement or document shall be construed
as a reference to this Pledge or such agreement or document as
amended, varied, assigned, novated or supplemented from time to
time and any reference to this Pledge or such other agreement or
document shall, unless otherwise stated, include any agreement or
document affecting such amendment, variation, assignment,
novation or supplementation. References to this Pledge shall
include any agreement or document entered into pursuant to or in
accordance with the provisions hereof.
1.2.4. The Trustee shall be entitled to direct that any bank or
financial institution, other than itself, be the Account Bank;
provided that, such bank or financial institution is: (i) one of
the Optional Israeli Banks, or (ii) another Israeli bank or
financial institution approved by Xxxxx.Xxx, which approval may
not be unreasonably withheld, and further provided that there
shall not be more than one Account Bank at any time. In the event
of a direction by the Trustee as aforesaid, the amount (if any)
standing to the credit of the Realisation Account maintained with
the Trustee or, if applicable, a previous Realisation Account
shall be transferred to the corresponding Realisation Account
maintained with the new Account Bank forthwith upon such
direction taking effect. Xxxxx.Xxx hereby irrevocably gives all
authorisations and instructions necessary for any such transfer
to be made and shall do all such things as the Trustee may
reasonably request in order to facilitate any change of Account
Bank as may be directed by the Trustee, from time to time, or any
transfer of credit balances (including the execution of such
bank's or financial institution's standard terms of operation of
account forms, bank mandate forms and other standard forms
necessary to open an account) and the Trustee is hereby
irrevocably constituted Xxxxx.Xxx's attorney to do any
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such things should Xxxxx.Xxx fail to do so within 10 Business
Days of being requested to do so by the Trustee.
1.2.5. The recitals and Schedules hereto form an integral part hereof.
1.2.6. Except as expressly provided, references to clauses, paragraphs
and Schedules shall be construed as references to clauses and
paragraphs of, and Schedules to, this Pledge.
1.2.7. References to any statutory provision or regulation shall be
deemed to include references to such statutory provision and/or
regulation as re-enacted, amended, supplemented, extended or
replaced from time to time (whether before or after the date of
this Pledge) and are to include any order, regulation or other
subordinate legislation made under or deriving validity from such
statutory provision and/or regulation.
1.2.8. Headings are inserted for convenience only and shall be ignored
in construing this Pledge.
1.2.9. References to "including" and "in particular" shall not be
construed restrictively but shall mean, "including, without
prejudice to the generality of the foregoing", "including,
without limitation" and "in particular, but without prejudice to
the generality of the foregoing", respectively.
1.2.10. References to "writing" include facsimile transmission legibly
received, except in relation to any certificate, notice,
resolution or other document which is expressly required by this
Pledge to be signed in the original, and "written" has
corresponding meaning.
1.2.11. Any consent, agreement or approval required from the Trustee
under this Pledge must be obtained in writing and shall be of no
effect if it is not in writing.
1.2.12. References to "this Pledge" shall, unless the context otherwise
requires, include also all other pledges and charges in favour of
the Trustee made pursuant to this Pledge.
2. PLEDGE AND CONFIRMATION
2.1. Xxxxx.Xxx hereby confirms, acknowledges and agrees that the Pledged
Assets were acquired by it subject to the first-ranking fixed
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pledges and charges under the Share Pledges as a continuing security
for the full and punctual payment, discharge and performance of all
the Secured Obligations in accordance with the Facility Documents.
2.2. Xxxxx.Xxx hereby settles upon the Trustee, to hold same on trust for
the benefit of the Secured Creditors (including the Trustee), the
terms of such trust being as specified in the Security Trust Deed (an
agreement binding the Trustee and the Secured Creditors only), the
security interests and rights, including the pledges, assignments by
way of charge, other charges or other security interests or rights
created or to be created pursuant to, and in accordance with, the
provisions of this Pledge.
2.3. Xxxxx.Xxx as continuing security for the full and punctual payment,
discharge and performance of all the Secured Obligations in accordance
with the Facility Documents and in accordance with Section 12 of the
Pledges Law, 1967 ("the Pledges Law") hereby:
2.3.1. pledges, by way of a first-ranking fixed pledge (to the extent
applicable to the Shares) and pledges and assigns, by way of
charge as a first-ranking fixed pledge and charge (to the extent
applicable to all Related Rights other than the Shares), in
favour of the Trustee (as trustee for the Secured Creditors), the
Shares and all Related Rights in respect thereof and all right,
title and interest of Xxxxx.Xxx in connection therewith, all such
pledges, charges and assignments by way of charge without
derogating from the first-ranking fixed pledges, charges,
assignments by way of charge and other security interests and
rights created by Matbit in favour of the Trustee (as trustee for
the Secured Creditors (including itself)) under the Share
Pledges. For the removal of doubt, the Pledged Assets include
also all rights of Xxxxx.Xxx (as a shareholder of Partner),
whether under law and/or under the Memorandum and Articles of
Association of Partner, which derive from the Shares or any
Related Rights in respect thereof; and
2.3.2. pledges and assigns, by way of charge, as a first-ranking fixed
pledge and charge, in favour of the Trustee (as trustee for the
Secured Creditors), all right, title and interest of Xxxxx.Xxx in
connection with the Shareholder Loans.
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For the avoidance of any doubt:
(A) Subject to (B) below, the Trustee and the Secured Creditors shall
not be entitled to claim or receive payment from Xxxxx.Xxx in
respect of the Secured Obligations, or to have recourse to any of
its assets pursuant to this Pledge, except, solely and
exclusively, by way of realisation of the Pledged Assets pursuant
to the Pledges Law and to the extent only of the amounts, if any,
received from such realisation; provided that the Trustee and the
Secured Creditors shall be entitled to bring an application for
realisation or other relief under Section 21 of the Pledges Law,
only if such claim is not based on: (i) an alleged reduction or
loss in the value of the Shares or other Pledged Assets; or (ii)
an allegation of the existence of circumstances which constitute
an Enforcement Event (without reference to any cure period or
notice period); and
(B) nothing in this Pledge (including, without limitation, in (A)
above) shall derogate from the rights of the Trustee and the
Secured Creditors under any other Share Pledge which has been or
may be executed by Xxxxx.Xxx from time to time.
2.4. In order to secure the rights of the Trustee in respect of the Pledged
Assets, Xxxxx.Xxx hereby undertakes as follows:
2.4.1. to deposit with the Trustee, upon the date of signature of this
Pledge:
(i) original share certificates in the name of Xxxxx.Xxx in
respect of the Shares;
(ii) share transfer forms in respect of all the Shares, in the
form required under the Articles of Association of Partner,
duly executed by Xxxxx.Xxx as transferor, and with the
transferee, the date and the consideration left blank;
2.4.2. to sign and deliver to the Trustee on the date of signature
hereof all documents as are necessary in the reasonable opinion
of the Trustee, for the purposes of registering (i) the pledges
hereby created with the Registrar of Pledges and/or the Registrar
of Companies, as applicable and (ii) the acquisition of the
Pledged Assets, subject to the pledges and charges created under
the Share Pledges, with the Registrar of Companies;
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2.4.3. to procure that Partner sign on the date of signature hereof the
acknowledgment of the pledge and pledge and assignment by way of
charge (as the case may be) of the Pledged Assets pursuant to
this Pledge, appearing on the signature page of this Pledge;
2.4.4. promptly following the first request of the Trustee, to take all
steps as the Trustee may reasonably require so that the pledge or
pledges created hereunder or pursuant hereto shall be valid and
binding against other creditors of Xxxxx.Xxx and to execute
and/or deliver to the Trustee any additional and/or new pledge or
amendment of this Pledge and any other documents as the Trustee
shall reasonably require for this purpose, including, to the
extent reasonably required by the Trustee, pledges with respect
to any shares constituting Related Rights in respect of the
Shares, share certificates in respect of such shares or other
securities and share transfer forms, mutatis mutandis, as
referred to in clauses 2.4.1(i) and (ii) in respect of such
shares or other securities and notices of pledge and other
documents required to be deposited with the Registrar of
Companies and Registrar of Pledges in order to register any such
other pledges.
2.5. Without derogating from clause 2.4 above, Xxxxx.Xxx hereby undertakes:
2.5.1. to execute promptly following the making by it of any Shareholder
Loans (to the extent the Trustee reasonably believes that the
same is not effectively pledged hereunder), a pledge in the same
form, mutatis mutandis, as this Pledge, in respect of such
Shareholder Loans; and
2.5.2. to take all the same steps, mutatis mutandis, to perfect the
aforesaid pledges as set out in clause 2.4 above.
2.6. Xxxxx.Xxx shall not be entitled, and hereby waives any right pursuant
to Section 13(b) of the Pledges Law to redeem any pledge given
hereunder, provided that Xxxxx.Xxx shall be entitled to redeem its
pledges hereunder only: (i) in the event that all the Secured
Obligations are paid and discharged in full in accordance with all the
terms and conditions of the Facility Agreement which would be
applicable were the Obligors to voluntarily prepay all the Secured
Obligations in accordance with the applicable provisions of the
Facility Agreement and otherwise in accordance with all the relevant
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Facility Documents, and (ii) if at such time none of the Participating
Banks is under any commitment, obligation or liability (whether actual
or contingent) under any of the Facility Documents to make advances or
provide other financial accommodation to Partner or any other
Borrower.
2.6. For the removal of doubt, nothing in this Pledge shall be construed as
prohibiting any amendment of the terms of any Shareholder Loan,
provided that following such amendment, such Shareholder Loan complies
with all applicable provisions of the Facility Documents.
3. REPRESENTATIONS AND WARRANTIES
Xxxxx.Xxx, as at the date of the entering into of this Pledge, makes the
representations and warranties set out in clauses 3.1 to 3.11 below and
acknowledges that the Secured Creditors have entered into the Facility
Documents in reliance on those representations and warranties (in addition
to any other warranties and representations as set out in the Facility
Documents):
3.1. Xxxxx.Xxx is a company limited by shares, duly incorporated under the
laws of Israel with power to enter into this Pledge and to exercise
its rights and perform its obligations hereunder and all corporate and
other action required to authorise its execution of this Pledge and
the performance by it of its obligations hereunder have duly been
taken.
3.2. The obligations expressed to be assumed by Xxxxx.Xxx in this Pledge
are legal and valid obligations binding on Xxxxx.Xxx and enforceable
in accordance with the terms hereof, subject to the Reservations.
3.3. All the Shares are validly issued and fully paid-up.
3.4. No Receiver, liquidator or similar officer has been appointed with
respect to Xxxxx.Xxx or any material part of its assets nor is it
aware of any petition or proceedings for such appointment pending.
3.5. The entering into of this Pledge (after its execution by all the
parties hereto) by Xxxxx.Xxx and the exercise of Xxxxx.Xxx's rights
and performance of Xxxxx.Xxx's obligations hereunder do not and will
not: (a) (in circumstances or to an extent which will have a material
adverse effect on its ability to comply with its obligations under
this Pledge) conflict with any agreement, charge or other instrument
or document to which it is a party or which is binding upon it or any
of its
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assets, (b) conflict with its documents of incorporation or
constitutive documents, or (c) conflict with any applicable law,
regulation or official judicial order.
3.6. This Pledge confirms and creates those first-ranking pledges and
charges as set forth herein.
3.7. Xxxxx.Xxx is the legal and beneficial owner of the Shares and any
Related Rights in respect thereof, free and clear of any Encumbrance
(save for the pledges created pursuant to the Share Pledges and this
Pledge) or other rights of third parties of whatsoever nature (save
for rights of Shareholders pursuant to the Shareholders' Agreement or
the Articles of Association of Partner). Xxxxx.Xxx is the legal and
beneficial owner of the Shareholder Loans, free and clear of any
Encumbrance or other rights of third parties of whatsoever nature,
save for the pledges created pursuant to this Pledge and the Share
Pledges.
3.8. No person has any right or option to purchase the Shares or any of
them or any Related Rights in respect thereof or the Shareholder
Loans, except and to the extent set forth in the Shareholders'
Agreement.
3.9. There is no restriction or limit (whether under the Shareholders'
Agreement, Memorandum and Articles of Association of Partner or
otherwise) on the transfer or pledge of the Shares or the Shareholder
Loans pursuant to this Pledge or upon realisation of the pledges and
charges hereunder, except as may be applicable under the Licence or
under applicable law.
3.10. No consent, approval, authorisation or other action by any party is
required to be obtained by or with respect to Xxxxx.Xxx which has not
been obtained either: (i) for the pledges created pursuant to this
Pledge or for the execution, delivery or performance of this Pledge by
Xxxxx.Xxx, or (ii) for the realisation by the Trustee of the rights or
remedies provided in this Pledge, save for consents which may be
required under the Licence, save for the provisions of the Pledges Law
prescribing methods of realisation of pledges and save for payment of
stamp duty and registration requirements.
3.11. The copies of the Memorandum and Articles of Association of Partner
and of the Shareholders' Agreement delivered to the Facility Agent
pursuant to paragraph 1 of Schedule 12 of the Facility Agreement (in
the case of the Memorandum and Articles of Association of Partner) or
pursuant to paragraph 18 of Schedule 12
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of the Facility Agreement (in the case of the Shareholders' Agreement)
are, complete, accurate and updated in all respects.
3.12. The representations and warranties set out in this clause 3 above are
made only on the date hereof.
4. CONTINUING SECURITY
4.1. The security over the Pledged Assets constituted by, and the
obligations of Xxxxx.Xxx contained in, this Pledge shall constitute
and be continuing security and obligations notwithstanding any
settlement of account or other matter or thing whatsoever and shall
not be considered satisfied by any intermediate payment of all or any
of the obligations of Partner or any other Obligor under the Facility
Documents (or any of them) and shall continue in full force and effect
until the end of the Security Period.
4.2. Where any discharge (whether in respect of the obligations of Partner
or any other Obligor or of any security for any of the aforegoing
obligations or otherwise) is made in whole or in part or any
arrangement is made on the faith of any payment, security or other
disposition which is avoided, reduced or must be restored on
insolvency, liquidation or otherwise, the liability of Xxxxx.Xxx under
this Pledge shall continue as if the discharge or arrangement had not
occurred.
4.3.1. No concession or compromise of any claim that any payment,
security or other disposition is liable to avoidance or
restoration shall in any way affect the security granted
hereunder or Xxxxx.Xxx's obligations hereunder.
4.3.2. Neither the liability of Xxxxx.Xxx under this Pledge nor the
rights, powers and remedies conferred on the Trustee in respect
of Xxxxx.Xxx under this Pledge will be affected or waived by any
of the acts, omissions, circumstances, matters or things listed
below, whether or not known to Xxxxx.Xxx or the Secured Creditors
or the Trustee (or any of them), which, but for this provision,
would release or prejudice any of such liability, rights, powers
and remedies or prejudice or diminish such liability, rights,
powers and remedies in whole or in part:
(i) any time, waiver or other indulgence granted to, or
composition with, Partner, any Obligor or any other person;
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(ii) any failure to exercise any right or remedy under any
Facility Document;
(iii) the single or partial exercise of any right under any
Facility Documents or of any other right or remedy;
(iv) the taking, variation, compromise, exchange, renewal or
release of, refusal or neglect to perfect, take up or
enforce, any rights against, or security over, assets of
Partner or any other person or any failure to realise the
full value of any other security;
(v) any incapacity or lack of powers, authority or legal
personality of or dissolution or change in the members or
status of, Partner or any other person;
(vi) any variation (however fundamental) or replacement of a
Facility Document or any other relevant document or security
or any variation, waiver or release of any Secured
Obligation;
(vii) any unenforceability, illegality or invalidity of any
obligation of Partner or any other person under any Facility
Document or any other relevant document or security, to the
intent that Xxxxx.Xxx's obligations under this Pledge shall
remain in full force, and this Pledge shall be construed
accordingly, as if there were no unenforceability,
illegality or invalidity;
(viii) the winding-up, dissolution, administration or
reorganisation of Partner, any other Obligor or any other
person or any change in its status, function, control or
ownership.
4.4. Xxxxx.Xxx waives any right it may have of first requiring any Secured
Creditor and/or the Trustee to proceed against or enforce any other
rights or security or claim payment from Partner or any other person
before the enforcement by the Trustee of the security constituted
hereby.
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4.5. Xxxxx.Xxx shall not, and hereby waives any right to, by virtue of any
payment made, security realised or moneys received hereunder for or on
account of the liability of any other person:
4.5.1. be subrogated to or otherwise take the benefit of (whether in
whole or in part) any rights, security or moneys held, received
or receivable by the Trustee pursuant to this Pledge or be
entitled to any right of contribution or indemnity;
4.5.2. claim, rank, prove or vote as a creditor of any other person or
its estate; or
4.5.3. receive, claim or have the benefit of any payment, distribution
or security from or on account of any other person or exercise
any right of set-off as against any other person.
Xxxxx.Xxx will hold in trust for and forthwith pay or transfer to the
Trustee any payment or distribution or benefit of security received by
it contrary to the above. If Xxxxx.Xxx exercises any right of set-off
contrary to the above, it will forthwith pay an amount equal to the
amount set-off to the Trustee.
The foregoing in this clause 4.5 shall not prevent Xxxxx.Xxx from: (i)
bringing a claim against Partner or any other Obligor, provided that:
(a) such a claim may be brought only after all the Secured Obligations
have been unconditionally and irrevocably paid and discharged in full,
and (b) there has been no realisation of all or any part of the
Pledged Assets or of all or any of the pledged assets under any other
Share Pledges; or (ii) bringing a claim against any Shareholder.
4.6. This Pledge is in addition to, independent of, and is not in any way
prejudiced by, any other guarantee or security now or hereafter held
by the Trustee or any of the Secured Creditors in respect of any of
the Secured Obligations.
4.7. The rights and remedies provided by this Pledge are cumulative and are
not exclusive of any rights or remedies provided by law.
4.8. The obligations, warranties, representations, undertakings, agreements
and covenants of Xxxxx.Xxx under this Pledge are in addition to, and
shall not be prejudiced or restricted by, nor shall they prejudice or
restrict, any obligations, warranties, representations, undertakings,
agreements or covenants in any other Facility
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Document. Notwithstanding the foregoing, to the extent any provision
of any Facility Document (other than this Pledge) conflicts with the
terms hereof, the provisions of this Pledge shall prevail.
5. UNDERTAKINGS BY Xxxxx.Xxx
Xxxxx.Xxx hereby undertakes to the Trustee:
5.1. not to sell, assign or otherwise transfer all or any of the Pledged
Assets unless: (i) such Pledged Assets are sold, assigned or
transferred subject to the Share Pledges and the first-ranking pledge
created pursuant to this Pledge and in accordance with the provisions
hereof; (ii) such pledges over the aforesaid sold, assigned or
transferred Pledged Assets are duly registered and valid and have the
same priority as they would have had, had such transferee been the
original signatory of this Pledge and owner of the Pledged Assets, in
place of Xxxxx.Xxx; (iii) all registrations or amendments to
registrations and all filings (including, of amended deeds of pledge)
have been made which are in the reasonable opinion of the Trustee
required for the purposes of (i) and (ii) above; (iv) the transferee
of such Pledged Assets is duly and validly bound by this Pledge or by
another pledge, mutatis mutandis, in the same form as this Pledge in
respect of such Pledged Assets as if the original signatory thereof in
the place of Xxxxx.Xxx and such transferee is not an individual
guarantor ("Arev Yachid") within the meaning of the Guarantee Law,
1967 ("the Guarantee Law"); (v) any such sale, assignment or transfer
is permitted pursuant to the Licence, or permission as required under
the Licence has been granted in relation thereto, and (vi) such sale,
assignment or transfer is permitted under the Facility Documents and
all provisions of the Facility Documents applicable in the case of
such sale, assignment or transfer of such Pledged Assets have been
complied with. At the request of Xxxxx.Xxx, the Trustee undertakes
promptly to carry out all actions reasonably required to be carried
out by it as the holder of the pledges and charges created under this
Pledge in order to facilitate a sale, assignment or transfer permitted
by, and made in accordance with this clause 5.1 above;
5.2. not to pledge, charge or grant any other Encumbrances (of whatsoever
nature and howsoever ranking) in respect of or any other right or
interest in favour of any third party in relation to any of the
Pledged Assets (save for any transfer permitted by, and made in
accordance with, the provisions of this Pledge);
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5.3. at any time and from time to time upon the written request of the
Trustee, promptly to execute and deliver to the Trustee any and all
such further notices, instruments and documents as the Trustee may
deem reasonably necessary for it to obtain valid and enforceable
first-ranking pledges as contemplated under this Pledge and to obtain
the full benefit of the rights and powers herein granted;
5.4. to notify the Trustee promptly in any case where attachment is levied,
or execution proceedings are instituted against, or a Receiver is
appointed over, or any similar act occurs or any similar proceedings
are instituted in respect of, the Pledged Assets or any part thereof
and to notify the third party who initiated or requested the same or
any Receiver appointed of the existence of the pledges herein
contained in favour of the Trustee, and to take, within 10 days of
such attachment, execution proceedings, appointment of Receiver or
similar act or proceedings as aforesaid, all necessary measures at the
expense of Xxxxx.Xxx for the discharge or cancellation of the same as
soon as practicable;
5.5. to pledge in favour of the Trustee all Related Rights of whatsoever
nature and whenever acquired by it, all in accordance with the
provisions of clause 2 above;
5.6. not, after the date hereof, to acquire any Related Rights nor to make
any Shareholder Loans, unless Xxxxx.Xxx is the legal and beneficial
owner of such Related Rights or Shareholder Loans free and clear of
any Encumbrance (save for the pledges created pursuant to this Pledge
or the Share Pledges);
5.7. to oppose any change in the Memorandum and/or Articles of Association
of Partner which will amend or derogate from the provisions of Article
10.13 of the Articles of Association in force as at the date of this
Pledge or in any way lead to any restrictions whatsoever on the
ability of the Trustee to realise its rights under this Pledge;
5.8. to procure that no Affiliate of Xxxxx.Xxx shall grant to Partner any
Shareholder Loan, unless such Affiliate shall prior thereto have taken
all steps as reasonably required by the Trustee to pledge its rights
in respect thereof in favour of the Trustee (for the benefit of the
Secured Creditors) in accordance with a pledge, in mutatis mutandis,
the same form as this Pledge (to the extent relating to Shareholder
Loans) and such Affiliate shall have taken all steps reasonably
required by the Trustee to perfect such pledge.
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6. DEFAULT AND REALISATION
6.1. Upon, and only upon, the occurrence of an Enforcement Event which is
continuing and a declaration in accordance with clause 17.25(c) or (d)
of the Facility Agreement that all the Advances are payable on demand
or immediately due and payable, the Trustee shall, provided that the
Trustee shall have given Xxxxx.Xxx the Required Prior Notice (as
defined below), be entitled to realise its rights under this Pledge,
including the realisation and sale of the Pledged Assets, in whole or
in part, whether by the appointment of a Receiver and/or by the
Israeli Execution office and/or by order of court and/or whether by
any other method permitted under the Pledges Law, as the Trustee shall
see fit and to apply the proceeds thereof on account of the Secured
Obligations, all without the Trustee first being required to realise
any other guarantee or collateral or other securities, if such be held
by the Trustee. For the purposes of this clause 6.1, "the Required
Prior Notice" shall mean: (i) 20 Business Days' prior notice, in the
event that all the Advances have been declared payable on demand
pursuant to clause 17.25(c) of the Facility Agreement, or (ii) 10
Business Days' prior notice, in the event that the Advances have been
declared immediately due and payable, whether, for the removal of
doubt, pursuant to clause 17.25(c) or (d) of the Facility Agreement;
provided that (for the removal of doubt), if, prior to the expiry of
20 Business Days following the date of a notice as referred to in (i)
above (an "On Demand Notice"), a notice is given as referred to in
(ii) above (an "Immediately Due Notice"), then: (a) in the event that
more than 10 Business Days has elapsed between the date of the On
Demand Notice and the date of the Immediately Due Notice, the Required
Prior Notice shall be 20 Business Days from the date of the On Demand
Notice, and (b) in the event that less than 10 Business Days has
elapsed between the date of the On Demand Notice and the date of the
Immediately Due Notice, the Required Prior Notice shall be 10 Business
Days from the date of the Immediately Due Notice. In realising its
rights as aforesaid, the Trustee shall be required to observe all the
requirements of the Licence in relation to such realisation, including
the requirements of clause 22 of the Licence that if any such
realisation shall cause a variation in the ownership of 10% or more of
any means of control (as defined in the Licence) of Partner, such
realisation may not be effected unless the prior written consent of
the Minister of Communications has been obtained.
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6.2. Any and all sums to be received from the realisation of the Pledged
Assets or any part thereof, shall be applied in the following order of
priority:
6.2.1. firstly, to the discharge of all the costs, fees and expenses
incurred and which may be incurred in connection with the
collection of the Secured Obligations, including the costs, fees
and expenses referred to in clause 7.2 below and the costs and
remuneration of a Receiver, if applicable, in such amount as
shall be reasonably prescribed by the Trustee or approved by the
court or the Israeli Execution Office or any other competent
authority;
6.2.2. secondly, in or towards payment of the Secured Obligations, or
such part of them as is then due and payable, all in accordance
with clause 23 of the Facility Agreement;
6.2.3. thirdly, subject to clause 7, in payment of the surplus (if any)
to Xxxxx.Xxx,
or in such other order as the Trustee shall determine among the
paragraphs of clause 6.2.
6.3. The Trustee shall be exempt from taking any action whatsoever in
connection with any Pledged Assets. The Trustee shall not be liable
for any loss or damage which may be caused as a result of the exercise
or purported exercise of the powers, authorities, rights or
discretions vested in the Trustee in accordance with this Pledge or
otherwise caused in connection herewith (other than, and to the extent
of, any such loss or damage which resulted from the gross negligence
or wilful misconduct (including wilful omission) of the Trustee) and
Xxxxx.Xxx undertakes to indemnify the Trustee in any event that the
Trustee is sued for any such loss or damage by others or in respect of
any other matter or thing done or omitted to be done by the Trustee
(in each such case, other than, and to the extent of, any such loss or
damage which resulted from the gross negligence or wilful misconduct
(including wilful omission) of the Trustee).
7. CONTINGENCIES
7.1. If the Trustee realises the security constituted by this Pledge
(whether by the appointment of a Receiver or otherwise) at a time when
the Secured Obligations (or any part thereof) shall not have fallen
due under the Facility Documents (but at a time when amounts
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may become so due or are contingently due), the Trustee shall pay the
proceeds of any recoveries if, to the extent applicable, not otherwise
applied under clauses 6.2.1 and 6.2.2, into a Realisation Account or
Realisation Accounts with the Account Bank in the name of Xxxxx.Xxx,
which Realisation Accounts shall be charged by way of a first-ranking
fixed charge in favour of the Trustee (for the benefit of the Secured
Creditors) as security for the full discharge of the Secured
Obligations. Xxxxx.Xxx hereby undertakes to execute all such documents
as the Trustee shall reasonably require in order to create and perfect
such charges over the Realisation Accounts as aforesaid.
7.2. The Trustee may withdraw amounts standing to the credit of the
Realisation Accounts to:
7.2.1. meet all costs, fees, charges and expenses incurred and payments
made by the Trustee (or any Receiver) in the course of the
enforcement of this Pledge;
7.2.2. pay remuneration to any Receiver in respect of the realisation of
this Pledge as and when the same becomes due and payable; and
7.2.3. meet amounts due and payable by Partner or any other Obligor
under the Facility Documents as and when the same become due and
payable,
in each case, together with interest thereon at the Default Rate from
the date the same become due and payable until the date the same are
unconditionally and irrevocably paid and discharged in full.
7.3. Amounts standing to the credit of each Realisation Account shall bear
interest at the Account Bank's rate of interest for similar (if any)
deposits in the relevant currency from time to time.
7.4. Xxxxx.Xxx will not be entitled to withdraw any moneys (including
interest) standing to the credit of any Realisation Account until the
expiry of the Security Period.
8. BOOKS OF ACCOUNTS
8.1. Xxxxx.Xxx confirms that the respective books, accounts and entries of
the Trustee and of the Facility Agent shall be deemed to be correct
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and shall, in the absence of manifest or proven error, be prima facie
evidence for or against Xxxxx.Xxx in all their particulars.
8.2. A certificate by the Trustee or any Facility Agent setting out the
amount of any Secured Obligation shall, in the absence of manifest or
proven error, be prima facie evidence of such amount for or against
Xxxxx.Xxx.
9. COSTS, EXPENSES AND INTEREST
9.1. Xxxxx.Xxx shall cooperate with the other shareholders of Partner to
procure, in its capacity as a Shareholder, that Partner shall, from
time to time, on the demand of the Trustee, reimburse the Trustee for
all reasonable costs and expenses submitted to Partner supported by
appropriate evidence thereof (including legal fees but excluding any
charges for management time) together with any VAT thereon incurred by
the Trustee in connection with the negotiation, preparation and
execution of this Pledge (and any amendments thereto) and the
completion of the transactions herein contemplated, including the
registration of each pledge herein created or contemplated hereby,
subject to any limits agreed from time to time between Partner and the
Trustee, as well as all costs of stamping and registering this Pledge
and/or any other document ancillary hereto and/or to be entered into
hereunder.
9.2. Xxxxx.Xxx shall (in its capacity as a shareholder) cooperate with the
other shareholders of Partner to procure that Partner shall, from time
to time on demand of the Trustee, reimburse the Trustee for all costs
and expenses (including legal fees) together with any VAT thereon
incurred in or in connection with the preservation and/or enforcement
of any of the rights of the Trustee under this Pledge or otherwise in
connection with any claims or proceedings in relation to this Pledge.
9.3. The Trustee and every Receiver and any attorney, agent or other person
appointed by the Trustee, any such Receiver or the court in connection
with this Pledge shall be entitled to be indemnified out of the
Pledged Assets in respect of all liabilities and expenses properly
incurred by them in the execution of any of the powers, authorities or
discretions vested in them pursuant hereto and/or by law and against
all actions, proceedings, costs, claims and demands in respect of any
matter or thing done or omitted pursuant to this Pledge in any way
relating to the Pledged Assets (except that resulting from gross
negligence or wilful misconduct (including wilful omission) by the
Trustee, Receiver or any such other person) and the Trustee may
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retain and pay all sums in respect of the same out of any moneys
received under the powers hereby conferred.
9.4. In the event that the Trustee issues proceedings against Xxxxx.Xxx for
the payment of any amount due or to become due to the Trustee pursuant
to this Pledge, the Trustee shall be entitled to claim in respect of
the period from the issue of the proceedings until full payment
thereof, interest at the Default Rate.
10. FURTHER ASSURANCES
Xxxxx.Xxx shall at its own expense execute and do all such acts and things
as the Trustee may from time to time reasonably require in order to perfect
or protect the security intended to be created hereby over the Pledged
Assets or any part thereof or facilitate the realisation of the Pledged
Assets or any part thereof or exercise of all powers, authorities and
discretions vested in the Trustee or any Receiver of the Pledged Assets or
any part thereof, all in accordance with this Pledge (and/or, if required
by the Trustee, the Share Pledges) and applicable law. To that intent,
Xxxxx.Xxx shall in particular execute all pledges, share transfer forms,
other transfers and assignments of the Shares, Related Rights or other
rights as may, in each such case, be reasonably required by the Trustee and
give all notices (including notices of all assignments made by Xxxxx.Xxx
hereunder), orders and directions and make all registrations which may be
reasonably required by the Trustee.
11. DELEGATION BY TRUSTEE
The Trustee may at any time and from time to time delegate by power of
attorney or in any other manner to any person or persons all or any of the
powers, authorities and discretions exercisable by the Trustee under this
Pledge. Any such delegation may be made upon such terms and subject to such
regulations as the Trustee may think fit, provided that nothing in this
clause 11 shall confer upon the Trustee the power to allow any delegate to
sub-delegate any such rights, powers, authorities and discretions. The
Trustee shall not be in any way liable or responsible to Xxxxx.Xxx, any
Secured Creditor or any other person for any loss or damage arising from
any default, omission, misconduct or negligent act on the part of any such
delegate, save where such loss or damage arises due to the wilful
misconduct (including wilful omission) or wilful default or gross
negligence of such delegate and the Trustee is considered by a final
decision of a court to have been grossly negligent in its delegation to the
delegate concerned.
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12. POWER OF ATTORNEY
Solely for the purposes of securing the due performance of Xxxxx.Xxx's
obligations under or pursuant to this Pledge, Xxxxx.Xxx hereby irrevocably
appoints the Trustee and every delegate, as referred to in clause 11, to be
its attorney acting severally, and on its behalf and in its name or
otherwise to execute and do all such acts and things which Xxxxx.Xxx
expressly ought to do under the covenants and provisions contained in this
Pledge (including to make any demand upon, or to give any notice or receipt
in connection with, any Shareholder Loan and/or to execute, deliver and
register any pledges, charges, assignments or other security) and,
generally, in its name and on its behalf to exercise all or any of the
powers, authorities and discretions expressly conferred by or pursuant to
this Pledge or by law on the Trustee or any such delegate and (without
prejudice to the generality of the foregoing) to perfect any security
granted hereunder or pursuant hereto. The Trustee or any delegate as
aforesaid shall only exercise such power of attorney if Xxxxx.Xxx fails to
perform all or any of the acts or obligations which are expressly required
to be performed by it under this Pledge within 3 Business Days of being
required to so perform any such act or obligation, or earlier in the event
that in the reasonable opinion of the Trustee the rights of the Trustee
under this Pledge may be prejudiced by the delay.
13. WAIVER BY Xxxxx.Xxx
Subject to and without derogating from any other provisions of this Pledge
which exclude the application of, or constitute a waiver by Xxxxx.Xxx of,
certain defences or rights under the Guarantee Law (which defences or
rights would, but for such provisions, have been available to Xxxxx.Xxx):
13.1. Xxxxx.Xxx hereby waives all rights and defences under Sections 2, 4-6
inclusive, 8-11 inclusive and 13-17 inclusive of the Guarantee Law and
confirms that such provisions of the Guarantee Law shall not apply to
this Pledge;
13.2. Xxxxx.Xxx shall be entitled to rely on Section 7 of the Guarantee Law,
to the extent applicable; and
13.3. Xxxxx.Xxx shall be entitled to rely on Section 12 of the Guarantee
Law, to the extent applicable, but only in the event that: (i) all the
Secured Obligations have been unconditionally and irrevocably paid and
discharged in full; (ii) there has been no realisation of all or any
part of the Pledged Assets or of all or any of the pledged assets
under any other Share Pledge; (iii) the Trustee shall have received
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written instructions and undertakings executed by all the Shareholders
who have paid amounts on account of the Secured Obligations and are
entitled to rely on Section 12, detailing the names of the
Shareholders to whom the relevant security interests should be
transferred and undertaking to indemnify the Trustee and the Secured
Creditors against any claims, losses, damages, expenses, costs,
charges, liability or proceedings which may be brought, made or
preferred against, or suffered, incurred or sustained by, the Trustee
or any Secured Creditor in relation to, in connection with, or arising
out of, the transfer of security interests as aforesaid; and (iv) all
consents, approvals, authorisations and permits necessary under the
Licence, under law or under contract in order to perform such transfer
have been obtained and there is no impediment under the Licence, law
or contract to such transfer.
14. REMEDIES AND WAIVERS
No failure to exercise, nor any delay in exercising, on the part of the
Trustee or Xxxxx.Xxx of any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right of
remedy prevent any further or other exercise thereof or the exercise of any
other right or remedy.
15. PARTIAL INVALIDITY
If, at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect or any of the security intended to be created
by or pursuant to this Pledge is ineffective, neither the legality,
validity or enforceability of the remaining provisions hereof or the
effectiveness of any of the remaining such security, shall in any way be
affected or impaired thereby.
16. COUNTERPARTS
This Pledge may be executed in any number of counterparts and all of such
counterparts taken together shall be deemed to constitute one and the same
instrument.
17. NOTICES
17.1. Each communication to be made hereunder shall be made in writing and,
unless otherwise stated, shall be made by facsimile, telex or letter.
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17.2. Any communication or document to be made or delivered by one person to
another pursuant to this Pledge shall (unless that other person has by
15 Business Days' written notice to the other specified another
address) be made or delivered to that other person at the address
identified with its signature below and shall be deemed to have been
made or delivered when despatched and confirmation of receipt by the
intended recipient has been received (in the case of any communication
made by telex or fax) or (in the case of any communication made by
letter) when left at that address or (as the case may be) 5 Business
Days after being deposited in the postage prepaid in an envelope
addressed to it at that address provided that any communication or
document to be made or delivered to the Trustee shall be effective
only when received by the Trustee and then only if the same is
expressly marked for the attention of the department or officer
identified with the Trustee's signature below (or such other
department or officer as the Trustee shall from time to time specify
for this purpose):
17.2.1. to Xxxxx.Xxx: 42nd Xxxxx
0 Xxxxxxx Xxxxxx, Xxxxxxxx Xxxxxxxx
Xxx Xxxx 00000
Israel
Facsimile: x000 0 000 0000
Attention: Tal Raz
17.2.2. to the Trustee: 0xx Xxxxx
00 Xxxxxx Xxxxxx Xxxxxx
Xxx-Xxxx
Xxxxxx
Facsimile: 03 514 9017
Attention: Corporate Division, Head of
Communications Sector
with a copy to: Stuart Gnessen, Adv.
00 Xxxx Xx'xx Xxxxxx
Xxx-Xxxx
Xxxxxx
Facsimile: 03 514 9433
18. ASSIGNMENT
Xxxxx.Xxx hereby irrevocably and unconditionally consents to the Trustee
being able, at any time, without any further consent being required from
Xxxxx.Xxx, to assign this Pledge and its rights and/or obligations arising
thereunder in whole to any Optional Israeli Bank or other Israeli bank
approved by Partner (which approval shall not be unreasonably withheld)
which is appointed in accordance with the provisions of the Security Trust
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Deed, to act, in place of the Trustee, as trustee for the benefit of the
Secured Creditors and any such assignee may also reassign the said rights
as aforesaid to an Optional Israeli Bank or any other Israeli bank approved
as aforesaid without any further consent being required from Xxxxx.Xxx.
Such assignment may be effected by endorsement on this Pledge or in any
other way the Trustee or any subsequent assignor deems fit.
19. GOVERNING LAW
This Pledge shall be governed by, and construed in accordance with, the
laws of the State of Israel.
20. JURISDICTION
Xxxxx.Xxx hereby irrevocably nominates the courts of Tel-Aviv as the place
of jurisdiction for all purposes connected with this Pledge, but without
prejudice to the right of the Trustee to institute proceedings against
Xxxxx.Xxx in connection with this Pledge in any other competent court in
Israel or (in the event that Xxxxx.Xxx or any successor becomes
incorporated outside of Israel or any of the Pledged Assets are situated
outside of Israel) outside of Israel.
21. TERMINATION
For the removal of doubt, this Pledge shall terminate upon the expiry of
the Security Period.
22. NO AMENDMENT
This Pledge shall not be amended, modified or altered unless the written
consent of all parties hereto to such amendment, modification or alteration
has been obtained.
IN WITNESS WHEREOF the parties have signed this Pledge on the date written at
the beginning of this document.
for: XXXXX.XXX LTD. for: BANK LEUMI LE-ISRAEL B.M.
By: Xxxxx.XXX ltd. By: Bank Leumi Le-ISRAEL Ltd.
Title: Director Director Title: Customer Relationship Manager
/s/ Xxxx Xxxxxxxx /s/ Xxx Xxx /s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxx
----------------- ----------- ----------------- --------------
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We, the undersigned, Partner Communications Company Ltd., acknowledge the
pledges created pursuant to the above pledge of the Pledged Assets (as such term
is defined in the above Pledge).
for: PARTNER COMMUNICATIONS
COMPANY LTD.
By: /s/ Xxxx Xxxxxx
-----------------------
Title: Chief Financial Officer
By: /s/ Xxxxxx Xxxxx
-----------------------
Title: Chief Executive Officer
