(registre des associés) at the date of
execution of this Agreement
3.2
The Company, by executing this Agreement, hereby expressly
acknowledges and accepts the Pledge.
3.3
Upon the signing of this Agreement, the Pledgor shall inure the
Company to (i) record the Pledge in the Company's shareholders' register by
completing and inserting the wording of Schedule 1 to this Agreement, opposite
the name of the respective Pledgor and Shares and (ii) confirm, immediately upon
registration, in writing to the Pledgee that registration of the Pledge in the
Company's shareholders' register has been done by the execution and delivery of
a letter, substantially in the form of Schedule 2 to this Agreement, to the
Pledgee together with a photocopy of the relevant pages of the shareholders'
register.
3.4
AS SOON AS A PLEDGOR WILL ACQUIRE PLEDGED ASSETS AFTER THE DATE OF
THIS AGREEMENT, THE PLEDGOR SHALL INURE THE COMPANY TO FORTHWITH REGISTER THE
PLEDGE WITH RESPECT TO THOSE PLEDGED ASSETS IN THE COMPANY'S SHAREHOLDERS'
REGISTER.
4
CONTINUING AND ADDITIONAL SECURITY
4.1
THE PLEDGE WILL BE A CONTINUING SECURITY AND SHALL NOT BE
CONSIDERED AS SATISFIED BY ANY INTERMEDIATE PAYMENT, SATISFACTION OR SETTLEMENT
OF ANY PART OF THE SECURED OBLIGATIONS UNTIL EXPRESSLY RELEASED IN ACCORDANCE
WITH CLAUSE 12.1 OF THIS AGREEMENT, AND SHALL
REMAIN IN FULL FORCE AND EFFECT
UNTIL THE DUE AND FULL PAYMENT AND DISCHARGE OF THE SECURED OBLIGATIONS.
4.2
THE PLEDGE WILL BE CUMULATIVE, IN ADDITION TO AND INDEPENDENT OF
ANY OTHER SECURITY OR SECURITY INTEREST NOW OR HEREAFTER HELD BY THE PLEDGEE AS
SECURITY FOR THE SECURED OBLIGATIONS OR ANY RIGHTS, POWERS AND REMEDIES PROVIDED
BY LAW AND SHALL NOT OPERATE SO AS IN ANY WAY TO PREJUDICE OR AFFECT OR BE
PREJUDICED OR AFFECTED BY ANY SECURITY INTEREST OR OTHER RIGHT OR REMEDY WHICH
THE PLEDGEE MAY NOW OR IN THE FUTURE HAVE IN RESPECT OF THE SECURED OBLIGATIONS.
4.3
THE PLEDGOR HEREBY WAIVES ANY RIGHTS IT MAY HAVE OF FIRST
REQUIRING THE PLEDGEE TO PROCEED AGAINST OR CLAIM PAYMENT FROM ANY OTHER PERSON
OR ENFORCE ANY GUARANTEE OR SECURITY BEFORE ENFORCING THE PLEDGE. THE RIGHTS OF
THE PLEDGEE HEREUNDER ARE IN ADDITION TO AND NOT EXCLUSIVE OF THOSE PROVIDED BY
LAW.
3
4.4
THE PLEDGE SHALL NOT BE DISCHARGED BY THE ENTRY OF ANY SECURED
OBLIGATIONS INTO ANY CURRENT ACCOUNT, IN WHICH CASE THE PLEDGE SHALL SECURE ANY
BALANCE OF SUCH CURRENT ACCOUNT UP TO THE AMOUNT IN WHICH THE SECURED
OBLIGATIONS WERE ENTERED THEREIN.
4.5
TO THE EXTENT PERMITTED BY LAW, THE PLEDGOR RECOGNISES THAT THE
PLEDGE WILL NOT IN ANY WAY BE PREJUDICED OR AFFECTED BY ANY CHANGE IN THE
ARTICLES OF ASSOCIATION OR STATUS OF THE PLEDGOR OR BY ANY LIMITATION,
DISABILITY, INCAPACITY OR OTHER CIRCUMSTANCES RELATING TO THE PLEDGOR OR ANY
OTHER PERSON, BY ANY INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF THE
OBLIGATION OF THE PLEDGOR OR ANY OTHER PERSON, AND THE PLEDGOR AGREES TO KEEP
THE PLEDGEE FULLY INDEMNIFIED AGAINST ANY LOSS SUFFERED AS A RESULT OF ANY
FAILURE BY THE