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. The Pledgor undertakes to the Collateral Agent (unless otherwise permitted under the Note Purchase Agreement): a) to instruct each Account Bank to provide the 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 (Notification of Pledge). The Pledgor undertakes not to revoke such instruction during the term of this Agreement; a) to inform the Collateral Agent in writing promptly of any attachments (Pfändung) in respect of any of its Bank Accounts or any other events, circumstances or measures which are reasonably likely to impair or jeopardize the validity or enforceability of the Pledges. In the event of an attachment, the Pledgor undertakes in relation to its Bank Accounts to forward to the Collateral Agent in writing, promptly a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all WEIL:\99698448\10\48555.0006 other documents necessary for a defense against the attachment. The Pledgor shall inform the attaching creditor promptly of the Collateral Agent's security interests hereunder; b) to deliver to the Collateral Agent, (i) annually at the time of the delivery of the information required under section 1 (Financial Statements and Other Reports) of Annex A-1 (Affirmative Covenants) of the Note Purchase Agreement and (ii) at any time written upon request after the occurrence of an Event of Default, up-to date account statement sheets (Kontoauszüge) showing the balance on each of the Bank Accounts; c) 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 amounts standing to the credit of such Bank Account are transferred to another Bank Account pledged in favor of the Collateral Agent; d) not to encumber or otherwise dispose of the claims in respect of its Bank Accounts (or any of them) or to grant to any third party any rights in respect of any Bank Account without the prior written consent of the Collateral Age...

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. Unless otherwise agreed between the parties, during the term of this Agreement, the Pledgor undertakes to the Pledgee: 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 Pledgee 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 Pledgee and in each such case to promptly deliver to the Pledgee 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 Pledgee, by notification in writing 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 Pledgee, by notification in writing, 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 Pledgee might need to defend itself against any claim of a third party. In particular, the Pledgor shall promptly forward to the Pledgee a copy of the attachment order

UNDERTAKINGS OF THE PLEDGOR. During the term of this Agreement, the Pledgor undertakes to each of the Pledgees: 9.1 to use 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 each of the Collateral Agents; 9.2 to instruct each Account Bank to provide each of the Collateral Agents with all information requested by it in respect of the Accounts (which, Collateral Agents hereby agree, will not be requested until the occurrence and the continuation of an Enforcement Event) 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 9.

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:

UNDERTAKINGS OF THE PLEDGOR. The Pledgor hereby agrees and irrevocably undertakes to the Pledgee as follows: