Common use of UNDERTAKINGS OF THE PLEDGOR Clause in Contracts

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 the occurrence of an Enforcement Event and while it is continuing; 8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts; 8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld); 8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay; 8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request, make such declarations and undertake such actions at the Pledgor’s costs and expenses; and 8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement.

UNDERTAKINGS OF THE PLEDGOR. Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the The Pledgor undertakes to the Pledgee:Collateral Agent (unless otherwise permitted under the Senior Lien Debt Documents): 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 Pledgea) 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 Collateral Agent with all information requested by it in respect of the Bank 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 4 (Notification of any future Account, Clause 8.3Pledge). The Pledgor undertakes not to revoke such instruction during the term of this Agreement, other than ; b) to inform the Collateral Agent in writing promptly of any attachments (Pfändung) in respect of an Account any of its Bank Accounts or any other events, circumstances or measures which is closed are reasonably likely to impair or disposed of in accordance with jeopardize the terms validity or enforceability of the Credit Documents; 8.3 to notify Pledges. In the Pledgee without undue delay substantially in the form set out in Schedule 4 (Form event 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 doubtan attachment, the Pledgor is aware that any new bank account opened within the Federal Republic of Germany will become an Account undertakes in the meaning of this Agreement upon notice relation to its Bank Accounts to forward to the Account Bank Collateral Agent in writing, promptly a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and will be subject to all other documents necessary for a defense against the Pledge and attachment. The Pledgor shall inform the obligations assumed by attaching creditor promptly of the Pledgor hereunder without any further agreementCollateral Agent’s security interests hereunder; 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 c) to deliver to the PledgeeCollateral Agent, within three months after (i) annually at the end time of each calendar year ending after January 2010, the delivery of the information required under section 1 (Financial Statements and Other Reports) of Annex A-1 (Affirmative Covenants) of the Senior Note Purchase Agreement and (ii) at any time written upon reasonable request after the occurrence of the Pledgeean Event of Default, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Bank Accounts; d) to notify the Collateral Agent, by notification in writing to the Collateral Agent, of the closure of any of its Bank Accounts or the opening of a new Bank Account without undue delay, but in no event later than ten (10) Business Days thereafter (or such longer period as the Collateral Agent may agree in writing in its sole discretion), provided that any Bank Account may be closed only if the Pledgee shall not request such information more than one additional time in any one year prior amounts standing to the occurrence credit of an Enforcement Event and while it is continuingsuch Bank Account are transferred to another Bank Account pledged in favor of the Collateral Agent; 8.6 with regard e) not to any account books encumber or otherwise dispose of the claims in respect of its Bank Accounts (Sparbücher) and any other documents which are necessary to dispose over (verfügen) or any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents them) or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts; 8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant any Bank Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld); 8.8 to inform other than the Pledgee without undue delay of any attachment (Pfändung) Existing Pledges, the Pledges and any third parties bringing claims in respect of any the pledges of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay; 8.9 except as otherwise agreed relevant Account Bank existing pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable request, make such declarations and undertake such actions at the Pledgor’s costs and expensesits general business conditions (Allgemeine Geschäftsbedingungen); and 8.10 for f) to refrain from any act or omission which might, taken as a whole, materially and adversely affect directly or indirectly the avoidance validity or the enforceability of doubt, notification and delivery requirements as set out in sub-Clauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such information has been delivered Pledges; provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge AgreementSenior Lien Debt Documents.

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 20102012, 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 the occurrence of an Enforcement Event and while it that is continuing; 8.6 with regard to any account books (Sparbücher) and any other documents which are necessary to dispose over (verfügen) any of the Accounts, the Pledgor undertakes to deliver the originals of such documents to the Pledgee without undue delay if the Pledgee has given a notice pursuant to Clause 5 and to deliver to the Pledgee upon its reasonable request following such event without undue delay any documents or other information concerning the Accounts, in particular (but not limited to) the account opening documents and any agreements between the Account Bank and the Pledgor in relation to the Accounts; 8.7 not to grant to any third party any rights in respect of the Accounts (keine Und-Konten oder Oder-Konten oder sonstige Rechte Dritter) (other than those arising under the relevant Account Bank’s general business conditions (Allgemeine Geschäftsbedingungen) and under the Existing Account Pledge Agreements) without the prior written consent of the Collateral Agent (as instructed in accordance with the Principal Finance Documents (such consent not to be unreasonably withheld); 8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and any third parties bringing claims in respect of any of the Accounts, such notice to be accompanied by any documents the Pledgee might need to defend itself against any claim by a third party. In the case of any attachment (Pfändung) in respect of any of the Accounts, the Pledgor undertakes to forward to the Pledgee without undue delay a copy of the attachment order (Pfändungsbeschluss), any transfer order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall inform the attaching creditor of the Pledge without undue delay; 8.9 except as otherwise agreed pursuant to the Principal Finance Documents, insofar as additional declarations or actions are necessary for the creation of the Pledge, the Pledgor shall, at the Collateral Agent’s reasonable requestrequest (acting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses; and 8.10 for the avoidance of doubt, notification and delivery requirements as set out in sub-Clauses subClauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to be satisfied if and to the extent such information has been delivered under the Existing Account Pledge Agreements provided that such notification or delivery to the Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement.