Common use of UNDERTAKINGS OF THE PLEDGOR Clause in Contracts

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 Agent other than the Pledges and the pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen); and e) to refrain from any act or omission which might, taken as a whole, materially and adversely affect directly or indirectly the validity or the enforceability of the Pledges; provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents. WEIL:\99698448\10\48555.0006

UNDERTAKINGS OF THE PLEDGOR. The Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Collateral Agent 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 (unless otherwise permitted under Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Note Purchase Agreement):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. a) 8.2 to instruct each Account Bank to provide the Collateral Agent 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 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 4.1 or, in the case of Pledge)any future Account, Clause 8.3. 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) , other than in respect of any an Account which is closed or disposed of its Bank Accounts or any other events, circumstances or measures which are reasonably likely to impair or jeopardize in accordance with the validity or enforceability terms of the PledgesCredit 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. In For the event avoidance of an attachmentdoubt, the Pledgor undertakes is aware that any new bank account opened within the Federal Republic of Germany will become an Account in relation to its Bank Accounts to forward the meaning of this Agreement upon notice to the Collateral Agent in writing, promptly a copy 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 attachment order (Pfändungsbeschluss), Accounts only upon giving 5 business days prior notice to the garnishee order (Überweisungsbeschluss) Pledgee and all WEIL:\99698448\10\48555.0006 other documents necessary for provided that the Pledgee has not given a defense against the attachment. The Pledgor shall inform the attaching creditor promptly of the Collateral Agent's security interests hereundernotice pursuant to Clause 5; b) 8.5 to deliver to the Collateral AgentPledgee, (i) annually at within three months after the time end of the delivery of the information required under section 1 (Financial Statements each calendar year ending after January 2010, and Other Reports) of Annex A-1 (Affirmative Covenants) of the Note Purchase Agreement and (ii) at any time written upon reasonable request after of the occurrence of an Event of DefaultPledgee, 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; 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) 8.7 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 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 other than (such consent not to be unreasonably withheld); 8.8 to inform the Pledges Pledgee without undue delay of any attachment (Pfändung) and the pledges any third parties bringing claims in respect of any of the relevant Account Bank existing 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 its general business conditions (Allgemeine Geschäftsbedingungen)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 e) 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 refrain from any act or omission which might, taken as a whole, materially be satisfied if and adversely affect directly or indirectly to the validity or extent such information has been delivered under the enforceability of the Pledges; Existing Account Pledge Agreements provided that such notification or delivery to the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents. WEIL:\99698448\10\48555.0006Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement.

UNDERTAKINGS OF THE PLEDGOR. The Pledgor undertakes undertakes: 10.1 to notify promptly (unverzüglich), substantially in the Collateral Agent form set out in Schedule 3 (unless otherwise permitted under Notice of Pledge), its Account Banks of the Note Purchase Agreement): a) creation of the Pledges, and to instruct obtain from each such Account Bank to provide confirm vis-à-vis the Collateral Agent with all information requested by it in respect Original Pledgee the receipt of the Bank notice; 10.2 to ensure that its Account Banks release the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality any charges (Bankgeheimnis) by delivering a notice pledges, rights of pledge 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 accordance with the requirements form set out in Clause Schedule 4 (Notification Form of PledgeAcknowledgement). The Pledgor undertakes It is understood among the Parties that a failure by an Account Bank to submit such confirmation to the Original Pledgee does 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 affect 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 10.3 upon request after the occurrence of an Event of DefaultDefault which is continuing, up-to date account statement sheets (Kontoauszüge) showing the balance on each Pledgor shall upon the request of the Bank Accounts; c) to notify the Collateral Agent, by notification acting on behalf of the Pledgees, deliver to the Collateral Agent information on the current status of the Accounts; 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 writing 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 Term Loan: Account Pledge Agreement 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 and 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 of and the Collateral Agent is notified thereof; 10.7 not to transfer any of its the Accounts to another bank or relocate any of the Accounts to another branch of the Account Bank Accounts or unless such transfer does not affect the opening Pledges; 10.8 to obtain the Collateral Agent’s written consent prior to the establishment of a new Bank account, including any sub-account, re-designated account or renumbered account pursuant to Clause 2.1.1(B) above. Upon the Pledgees’ request, the Pledgor shall give all declarations and render all reasonable assistance which is necessary in order to perfect the Pledgees’ pledge over the so established account; 10.9 not to create or permit to subsist any encumbrance, except for any Permitted Lien, over any of the Accounts, or knowingly do or permit to be done, anything which is likely to be expected to jeopardize or otherwise prejudice the existence, validity or ranking of the Pledges; 10.10 to inform the Collateral Agent, on behalf of the Pledgees, promptly (unverzüglich) upon gaining knowledge of any attachments (Pfändungen) of third parties that relate to the Accounts or any other third-party measures, except for the creation of a Permitted Lien, which impair or jeopardize the Pledges. In the event of any such attachment, the Pledgor shall provide the Collateral Agent with a copy of the attachment and/or transfer order (Pfändungs- und/oder Überweisungsbeschluss) and any other documents which the Collateral Agent, on behalf of the Pledgees, requests that are Term Loan: Account without undue delayPledge Agreement necessary or expedient for a defense against such attachment. In addition, but the Pledgor shall inform the third party promptly (unverzüglich) in no event later than ten (10) Business Days thereafter (writing of the Pledges and render, at its own expense, to the Collateral Agent, acting on behalf of the Pledgees, all assistance required or expedient to protect its Pledges; and 10.11 The Pledgor shall, at its own expense, execute and do all such longer period assurances, acts and things as the Collateral Agent may agree in writing in its sole discretion)Agent, 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 acting on behalf of the Collateral Agent;Pledgees, may reasonably require d) not to encumber 10.11.1 for perfecting or otherwise dispose of protecting 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 Agent other than the Pledges and the pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen)security under this Agreement; and e) to refrain from any act or omission which might, taken as a whole, materially and adversely affect directly or indirectly 10.11.2 in the validity or the enforceability case of the Pledges; provided that enforcement of security, to facilitate the foregoing undertakings shall not limit realization of all or restrict any part of the Pledgor from taking any action collateral which is permitted under subject to this Agreement and the Finance Documents. WEIL:\99698448\10\48555.0006exercise of all powers, authorities and discretions vested in the Pledgees.

UNDERTAKINGS OF THE PLEDGOR. The Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Collateral Agent 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 (unless otherwise permitted under Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Note Purchase Agreement):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. a) 8.2 to instruct each Account Bank to provide the Collateral Agent 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 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 4.1 or, in the case of Pledge)any future Account, Clause 8.3. 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) , other than in respect of any an Account which is closed or disposed of its Bank Accounts or any other events, circumstances or measures which are reasonably likely to impair or jeopardize in accordance with the validity or enforceability terms of the PledgesCredit 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. In For the event avoidance of an attachmentdoubt, the Pledgor undertakes is aware that any new bank account opened within the Federal Republic of Germany will become an Account in relation to its Bank Accounts to forward the meaning of this Agreement upon notice to the Collateral Agent in writing, promptly a copy 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 attachment order (Pfändungsbeschluss), Accounts only upon giving 5 business days prior notice to the garnishee order (Überweisungsbeschluss) Pledgee and all WEIL:\99698448\10\48555.0006 other documents necessary for provided that the Pledgee has not given a defense against the attachment. The Pledgor shall inform the attaching creditor promptly of the Collateral Agent's security interests hereundernotice pursuant to Clause 5; b) 8.5 to deliver to the Collateral AgentPledgee, (i) annually at within three months after the time end of the delivery of the information required under section 1 (Financial Statements each calendar year ending after January 2012, and Other Reports) of Annex A-1 (Affirmative Covenants) of the Note Purchase Agreement and (ii) at any time written upon reasonable request after of the occurrence of an Event of DefaultPledgee, 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 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; 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) 8.7 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 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 other than (as instructed in accordance with the Pledges Principal Finance Documents (such consent not to be unreasonably withheld); 8.8 to inform the Pledgee without undue delay of any attachment (Pfändung) and the pledges any third parties bringing claims in respect of any of the relevant Account Bank existing 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 its general business conditions 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 (Allgemeine Geschäftsbedingungenacting on the reasonable instructions of the Secured Parties), make such declarations and undertake such actions at the Pledgor’s costs and expenses; and e) 8.10 for the avoidance of doubt, notification and delivery requirements as set out in subClauses 8.3, 8.4, 8.5, 8.6 and 8.8 of this Agreement are deemed to refrain from any act or omission which might, taken as a whole, materially be satisfied if and adversely affect directly or indirectly to the validity or extent such information has been delivered under the enforceability of the Pledges; Existing Account Pledge Agreements provided that such notification or delivery to the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents. WEIL:\99698448\10\48555.0006Pledgee makes reference to this Agreement and each Existing Account Pledge Agreement.

UNDERTAKINGS OF THE PLEDGOR. The Pledgor undertakes undertakes: 10.1 to notify promptly (unverzüglich), substantially in the Collateral Agent form set out in Schedule 3 (unless otherwise permitted under Notice of Pledge), its Account Banks of the Note Purchase Agreement): a) creation of the Pledges, and to instruct obtain from each such Account Bank to provide confirm vis-à-vis the Collateral Agent with all information requested by it in respect Original Pledgee the receipt of the Bank notice; 10.2 to ensure that its Account Banks release the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality any charges (Bankgeheimnis) by delivering a notice pledges, rights of pledge 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 accordance with the requirements form set out in Clause Schedule 4 (Notification Form of PledgeAcknowledgement). The Pledgor undertakes It is understood among the Parties that a failure by an Account Bank to submit such confirmation to the Original Pledgee does 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 affect 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 10.3 upon request after the occurrence of an Event of DefaultDefault which is continuing, up-to date account statement sheets (Kontoauszüge) showing the balance on each Pledgor shall upon the request of the Bank Accounts; c) to notify the Collateral Agent, by notification 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 writing 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 of and the Collateral Agent is notified thereof; 10.7 not to transfer any of its the Accounts to another bank or relocate any of the Accounts to another branch of the Account Bank Accounts or unless such transfer does not affect the opening Pledges; 10.8 to obtain the Collateral Agent’s written consent prior to the establishment of a new Bank Account without undue delayaccount, but including any sub-account, re-designated account or re-numbered account pursuant to Clause 2.1.1(B) above. Upon the Pledgees’ request, the Pledgor shall give all declarations and render all reasonable assistance which is necessary in no event later than ten (10) Business Days thereafter (order to perfect the Pledgees’ pledge over the so established account; 10.9 not to create or such longer period as permit to subsist any encumbrance, except for any Permitted Lien, over any of the Collateral Agent may agree in writing in its sole discretion)Accounts, provided that any Bank Account may or knowingly do or permit to be closed only if done, anything which is likely to be expected to jeopardize or otherwise prejudice the amounts standing existence, validity or ranking of the Pledges; 10.10 to the credit of such Bank Account are transferred to another Bank Account pledged in favor of inform the Collateral Agent; d) not to encumber or otherwise dispose , on behalf of the claims in respect Pledgees, promptly (unverzüglich) upon gaining knowledge of its Bank any attachments (Pfändungen) of third parties that relate to the Accounts (or any other third-party measures, except for the creation of them) or to grant to any third party any rights in respect of any Bank ABL Loan: Account without the prior written consent of the Collateral Agent other than the Pledges and the pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen); and e) to refrain from any act or omission which might, taken as a whole, materially and adversely affect directly or indirectly the validity or the enforceability of the Pledges; provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Documents. WEIL:\99698448\10\48555.0006Pledge Agreement

UNDERTAKINGS OF THE PLEDGOR. The Pledgor undertakes to the Collateral Agent (unless otherwise permitted under the Note Purchase AgreementSenior Lien Debt Documents): 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; ab) 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 ’s security interests hereunder; bc) 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 Senior 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; cd) 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; de) 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 Agent other than the Existing Pledges, the Pledges and the pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen); and ef) to refrain from any act or omission which might, taken as a whole, materially and adversely affect directly or indirectly the validity or the enforceability of the Pledges; provided that the foregoing undertakings shall not limit or restrict the Pledgor from taking any action which is permitted under the Finance Senior Lien Debt Documents. WEIL:\99698448\10\48555.0006.