UNDERTAKINGS OF THE PLEDGOR Clause Samples

UNDERTAKINGS OF THE PLEDGOR. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to each of the Pledgees: 10.1 to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares; 10.2 to inform the Collateral Agent promptly of any change made in the registered share capital of the Company, or any changes made to the articles of association of the Company which would materially adversely affect the security interest of the Collateral Agent and in each such case to promptly deliver to the Pledgees, by sending the same to the Collateral Agent, in its capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed (aufgenommen) with the commercial register (Handelsregister); 10.3 to promptly notify the Pledgees, by notification in writing to the Collateral Agent of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister). 10.4 to promptly notify the Pledgees, by notification in writing to the Collateral Agent, of any attachment (Pfändung) in respect of any of the Shares or any ancillary rights set out in sub-Clause 4.1 such notice to be accompanied by any documents the Pledgees might need to defend themselves against any claim of a third party. In particular, the Pledgor shall promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment; 10.5 in the event of any increase in the capital of the Company, not to allow, without the prior written consent of the Pledgees, acting through the Collateral Agent (such consent not to be unreasonably withheld), any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder; 10.6 to promptly inform the Pledgees, by notification in writing to the Collateral Agent, of all matters concerning the Company of which the Pledgor is aware which would materially adversely affect the security interest of the Pledgees. In particular, the Pledgor shall notify the Pledgees, by notification in writing to the Collateral Agent, forthwith of any shareholders’ meeti...

UNDERTAKINGS OF THE PLEDGOR. In addition to the obligations specified in the other provisions hereof, the Pledgor undertakes as follows: 6.1 During the term hereof, the Pledgor undertakes to the Pledgee for its benefit that: 6.1.1 save for the transfer of the Equity Interest to the Pledgee, the Pledgor shall not, without the prior written consent of the Pledgee, transfer the Equity Interest, nor create or permit the existence of any pledge which might affect the rights and interests of the Pledgee, nor procure any resolution in relation to the sale/transfer/pledge or disposal by other means of the legal and beneficial interest in any Equity Interest of Guanli or permitting the creation of any other security interests over it to be passed at a shareholders’ meeting of the company; unless with the prior written consent of the Pledgee, the Pledgor shall vote at a shareholders’ meeting of Guanli/procure any director of Guanli nominated by her to vote at a board meeting of Guanli and/or by other means to object Guanli to sell/transfer/pledge or otherwise dispose of any of its major assets, including (but not limited to) any intellectual property rights. 6.1.2 if the Equity Interest pledged hereunder is subject to any compulsory measures imposed by courts or other departments for any reasons, the Pledgor shall use all her efforts, including (without limitation) the provision of other security to courts or adoption of other measures, to remove the compulsory measures taken by courts or other departments in respect of the Equity Interest pledged. 6.1.3 the Pledgor shall comply with and implement all laws and regulations relevant to the pledge of rights. The Pledgor shall, within five (5) days of the receipt of any notices, orders or recommendations given or made by the competent authority with respect to the Pledge Right, present the above notices, orders or recommendations to the Pledgee, and shall comply with the same or raise objections and make representations in respect of the above matters as reasonably required by or with the consent of the Pledgee. 6.1.4 the Pledgor shall promptly notify the Pledgee of any event which might have effects on the Equity Interest of the Pledgor or any part of her right or any notice received in connection therewith, as well as any event which might change any warranty and obligation of the Pledgor as created by this Contract or might have effects on it or any notice received in connection therewith. 6.2 The Pledgor agrees that the Pledgee shall not be int...

UNDERTAKINGS OF THE PLEDGOR. During the term of this Agreement, the Pledgor undertakes to the Pledgee: 9.1 not to take, or participate in, any action which results or might result in the Pledgor's loss of ownership of all or part of the Shares, and any other transaction which would have the same result as a sale, transfer, encumbrance or other disposal of the Shares or which would for any other reason be inconsistent with the security interest of the Pledgee or the security purpose (as described in Clause 3 hereof) except, in each case, to the extent that such action is not expressly prohibited for the Issuer and its subsidiaries under the Indentures; and 9.2 insofar as additional documents, declarations or actions (including making all filings and registrations) are necessary for the creation, perfection, protection or maintenance of the Pledges created (or purported to be created) hereunder (or any of them) in favour of the Pledgee or for the exercise of all rights, powers and remedies of the Security Trustee provided by or pursuant to this Agreement or by law or to facilitate the realisation of the Pledges created (or purported to be created) hereunder (or any of them), the Pledgor shall at the Security Trustee's request, made in accordance with the Security Trust and Intercreditor Deed, enter into or provide such documents, make such declarations and undertake/or such actions at the Pledgor's cost and expense.

UNDERTAKINGS OF THE PLEDGOR. During the term of this Agreement, the Pledgor undertakes to the Pledgee: 7.1 upon the opening of any other account in the Federal Republic of Germany, other than an account opened for the purpose of depositing cash collateral referred to in Clause 9, to notify the Pledgee of the account details with reference to the definition of "Account" of this Agreement within 10 (ten) Business Days; and 7.2 insofar as additional documents, declarations or actions (including making all filings and negotiations) are necessary for the creation, perfection, protection or maintenance of the Pledges created (or purported to be created) hereunder (or any of them) in favour of the Pledgee or for the exercise of all rights, powers and remedies of the Security Trustee provided by or pursuant to this Agreement or by law or to facilitate the realisation of the Pledges created (or purported to be created) hereunder (or any of them), the Pledgor shall at the Security Trustee's request enter into or provide such documents, make such declarations and/or undertake such actions at the Pledgor's cost and expense.

UNDERTAKINGS OF THE PLEDGOR. 8.1 Undertakings The Pledgor undertakes: (a) not to knowingly do or permit to be done, anything which might reasonably be expected to materially depreciate, jeopardise or otherwise directly or indirectly prejudice the value of the Shares or any interest therein without the prior written consent of the Lenders acting through the Collateral Agent; (b) obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws and regulations applicable to enable the Pledgor to lawfully enter into and perform its obligations under this Agreement and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement; (c) to notify the Collateral Agent promptly of any change in the shareholding in or the capital contributions to the Company; (d) to notify the Collateral Agent promptly of any event or circumstance which might reasonably be expected to have a material adverse effect on the security interest granted hereunder; and (e) to effect promptly any payments to be made in respect of the Shares. 8.2 Pledge over all Shares The Collateral Agent may at all times for itself and for the Pledgees request to hold a pledge over all of the Shares held by the Pledgor or by any third party (and in the case of a merger an equivalent security interest over the shares in the surviving company) in accordance with all terms of this Agreement. The Pledgor will ensure that any new shareholder to the Company will pledge its share to the Lenders at the time it becomes a shareholder.

UNDERTAKINGS OF THE PLEDGOR. The Pledgor undertakes: 10.1 to notify promptly (unverzüglich), substantially in the form set out in Schedule 3 (Notice of Pledge), its Account Banks of the creation of the Pledges, and to obtain from each such Account Bank to confirm vis-à-vis the Original Pledgee the receipt of the notice; 10.2 to ensure that its Account Banks release the Accounts from any charges (pledges, rights of retention, rights of set-off, etc.), including charges created pursuant to the respective Account Bank’s standard terms and conditions (Allgemeine Geschäftsbedingungen), or subordinate such rights, by the Account Bank signing a confirmation substantially in the form set out in Schedule 4 (Form of Acknowledgement). It is understood among the Parties that a failure by an Account Bank to submit such confirmation to the Original Pledgee does not affect the validity or enforceability of the Pledges; 10.3 upon the occurrence of an Event of Default which is continuing, the Pledgor shall upon the request of the Collateral Agent, acting on behalf of the Pledgees, deliver to the Collateral Agent information on the current status of the Accounts; ABL Loan: Account Pledge Agreement 10.4 to provide (and to instruct the Account Banks to provide) the Collateral Agent, on behalf of the Pledgees, with all information, evidence and documentation which the Collateral Agent, acting on behalf of the Pledgees, may reasonably request in connection with the administration and realization of the Accounts. After any of the events described in Clauses 5.1 or 5.4 has occurred, (i) the Collateral Agent, acting on behalf of the Pledgees, is hereby authorized to obtain all information and documents (including bank account extracts and other information on the current status of the Accounts) directly from the Account Banks in its own name and at the Pledgor’s costs, and (ii) the Pledgees and their designees are permitted to inspect, audit and make copies of, and extracts from, all records and all other papers in the possession of the Pledgor which pertain to the Accounts; 10.5 at the request of the Collateral Agent, acting on behalf of the Pledgees, to promptly (unverzüglich) grant to the Collateral Agent, on behalf of the Pledgees, pledges (substantially in the form of this Agreement) over any new accounts governed by German law; 10.6 not to close or to terminate the Accounts unless any remaining balance in the Account to be closed is transferred to another pledged Account prior to closure and the Collate...

UNDERTAKINGS OF THE PLEDGOR. Except as otherwise permitted by the terms of this Agreement, during the term of this Agreement, the Pledgor undertakes to the Collateral Agent: 8.1 To the extent prohibited by the Indenture, not to take, or participate in, any action which results or might result in the respective Pledgor's loss of ownership of all or part of the Interests, and any other transaction which would have the same result as a sale, transfer, encumbrance or other disposal of the Interests, or which would cause the Interests in whole or in part to cease to exist, or which would for any other reason defeat, impair or circumvent the rights of the Collateral Agent except with the prior written consent of the Collateral Agent. 8.2 Not to take, or participate in, any merger, consolidation, conversion of form, or other business combination or restructuring of similar effect ("Conversion") as a result of which the Company would be converted into, assumed by, or continue to exist as, a corporation (limited liability company (Gesellschaft mit beschrankter Haftung) or stock corporation (Aktiengesellschaft)), unless it is ensured that as from the time, when the Conversion will become legally effective, the Collateral Agent will be granted, at equal terms as under this Agreement, a pledge over 65 % of the entire capital stock (Stammkapital or Grundkapital) of such corporation. 8.3 To promptly inform the Collateral Agent in writing of all matters concerning the Company or the Interests, other than those occurring in the ordinary course of business, of which the Pledgor is aware and which it reasonably believes might have a material adverse effect on the security interest hereunder of the Collateral Agent. The Pledgor shall allow, following the occurrence or during the continuance of an Event of Default pursuant to the Notes or the Indenture, the Collateral Agent or, as the case may be, its proxy or any other person designated by the Collateral Agent, to attend all such partners' meetings of the Company as attendants without power to vote. Subject to the provision contained in Clause 11 hereof, the Collateral Agent's right to attend the shareholders' meeting shall lapse immediately upon complete satisfaction and discharge or defeasance of the Secured Obligations. 8.4 In the event of any increase in the capital (Kapitalkonto I in the case of a general partnership (offene Handelsgesellschaft) and Stammkapital / Grundkapital in the case of a corporation (Gesellschaft mit beschrankter Haftung / Ak...

UNDERTAKINGS OF THE PLEDGOR. Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee: 8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee. 8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.3. The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than in respect of an Account which is closed or disposed of in accordance with the terms of the Credit Documents; 8.3 to notify the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form of Notification of Future Accounts) of each new bank account opened by the Pledgor with a credit institution in the Federal Republic of Germany in accordance with Clause 4 above. For the avoidance of doubt, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account in the meaning of this Agreement upon notice to the Account Bank and will be subject to the Pledge and the obligations assumed by the Pledgor hereunder without any further agreement; 8.4 to close any of the Accounts only upon giving 5 business days prior notice to the Pledgee and provided that the Pledgee has not given a notice pursuant to Clause 5; 8.5 to deliver to the Pledgee, within three months after the end of each calendar year ending after January 2010, and at any time upon reasonable request of the Pledgee, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Accounts, provided that the Pledgee shall not request such information more than one additional time in any one year prior to ...

UNDERTAKINGS OF THE PLEDGOR. The Pledgor, for the benefit of the Pledgee, hereby undertakes to the Pledgee that, during the duration of this Agreement, the Pledgor shall: