Common use of PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS Clause in Contracts

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 the Shares represent the entire issued share capital of the Company; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as that during the subsistence of the date hereof, except as permitted under the Principal Finance Documents,this Pledge Agreement: 4.1.1 it is, and will be, the sole owner of the Pledged Portfolio free from any encumbrance (other than the Pledge); 4.1.2 the Shares represent the entire issued share capital of the Company; 4.1.2 4.1.3 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 4.1.4 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; 4.1.5 it has the necessary power to enable it to enter into and perform its obligations under this Pledge Agreement; and 4.1.4 confirms 4.1.6 all necessary authorisations to the Collateral Agent the representations contained enable it to enter into this Pledge Agreement have been obtained and are, and will remain, in Section 3.02, 3.03 full force and 3.19 of the Credit Agreementeffect. 4.2 Unless permitted by the terms of the Principal Finance Documents, except Except with the Collateral Agent’s prior written consent, consent the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or; 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by lawor as permitted under the Loan Documents); or 4.2.3 approve an increase of share capital except if the Pledgor subscribes for all the shares. 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents documents, instruments and powers of attorney and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement;; and 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, faith to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor or do anything which would could adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform hereunder or the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new sharesvalue thereof.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Subject to the terms of the Second-Ranking Finance Documents and the Intercreditor Arrangements, the Pledgor hereby represents as at the date of this Pledge Agreement to the Collateral Second Priority Security Agent that, as : 4.1.1 it is the sole owner of the date hereof, Pledged Portfolio free from any encumbrance (except as permitted under by the Principal Finance Documents,:terms of the Senior Indenture and the Intercreditor Arrangements (including any encumbrance created by this Pledge Agreement, the First-Ranking Pledge Agreement and the Third-Ranking Pledge Agreement)); 4.1.1 4.1.2 the Shares represent the entire issued share capital of the Company; 4.1.2 4.1.3 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 4.1.4 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio, except pursuant to the security interests referred to in 4.1.1 above; 4.1.5 it has the necessary power to enable it to enter into and perform its obligations under this Pledge Agreement; 4.1.6 this Pledge Agreement constitutes its legal, valid and binding obligations and the Pledge, once perfected in accordance with Clause 2 (Pledge over Shares), creates an effective second-ranking security over the Pledged Portfolio enforceable in accordance with its terms, subject to any reservations set out in the legal opinion delivered in relation to this Pledge Agreement; and 4.1.4 confirms 4.1.7 all necessary authorisations to the Collateral Agent the representations contained enable it to enter into this Pledge Agreement have been obtained and are in Section 3.02, 3.03 full force and 3.19 of the Credit Agreementeffect. 4.2 Unless permitted by Subject to the terms of the Principal Finance DocumentsIntercreditor Arrangements, except with the Collateral Second Priority Security Agent’s prior written consent (such consent not being required if, during any period while there is a First-Ranking Pledge Agreement or Future First-Ranking Pledge Agreement, the First Priority Security Trustee or any First Priority Security Holder (as relevant) has given its consent), the Pledgor shall not, unless permitted by the Senior Indenture: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio, except pursuant to the security interests referred to in 4.1.1. above; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest (other than the pledges created pursuant to the First-Ranking Pledge Agreement, this Pledge Agreement and the Third-Ranking Pledge Agreement) over the Pledged Portfolio or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, any restriction arising under this Pledge Agreement, the First-Ranking Pledge Agreement and liens and privileges arising mandatorily by lawthe Third Ranking Pledge Agreement). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Second Priority Security Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Second Priority Security Agent may from time to time reasonably request request, and to which the First Priority Security Trustee and any First Priority Security Holder (as relevant) consent, to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would materially and adversely affect the existence of the security interest created hereunderhereunder except as required by the First Priority Security Trustee or any First Priority Security Holder (as relevant); and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to it will inform the Collateral Second Priority Security Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would could reasonably be expected to materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 the Shares represent the entire issued share capital of the Company; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 3.19(d) of the Second Amended and Restated Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 1. The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 1. the Shares represent the entire issued share capital of the Company; 4.1.2 2. the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 3. it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 4. confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 (d) of the Third Amended and Restated Credit Agreement. 4.2 2. Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 1. sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 2. create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 3. The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 1. it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 2. as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 3. without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 3.1 The Pledgor hereby represents to the Collateral Agent Central Bank at the entry into this Agreement that: - it is (and will remain) the sole holder of the Account; - it is (and will remain) the sole owner of any and all of the Pledged Assets or that it has received proper authorisation from the owner of any and all of the Pledged Assets; - it has the necessary power and capacity to enter into and perform its obligations under this Agreement; - this Agreement constitutes its legal, valid and binding obligations, enforceable in accordance with its terms; - all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect. 3.2 At each sending of a Pledge Notice, the Pledgor represents and warrants to the Central Bank that: - the Marketable Assets identified in the Pledge Notice comply with the provisions in Part four of Annex 1 and Annex 8 of the General Terms and Conditions (as well as any additional conditions (if any) established by the Central Bank); - it has the unrestricted capacity to dispose of the Marketable Assets identified in the Pledge Notice; - the Marketable Assets are and shall remain free from any encumbrance or security interests (other than this Pledge), are not subject to any option, undertaking to sell or transfer, delegation, attachment or any other measure or condition which would affect the rights of the Central Bank hereunder or which could lead to a restriction on the ability of the Central Bank to hold a valid, enforceable and effective pledge over the Pledged Assets or to realise the Pledge in accordance with the terms hereof; and - all steps required for the perfection of the Pledge pursuant to Clause 2 hereof have been taken and the Pledge constitutes an effective first priority security interest in the form of a "gage", enforceable in accordance with its terms under all applicable laws. 3.3 Without prejudice to Art. 27-1.(2) of the law of 23 December 1998 concerning the monetary status and the Banque centrale du Luxembourg, as modified, the Pledgor covenants that it will immediately inform the Central Bank of the date hereofany distress, except as permitted under the Principal Finance Documents,: 4.1.1 the Shares represent the entire issued share capital of the Company; 4.1.2 the Company has not declared any dividends attachment, execution or other legal process commenced in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold Account or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law)Assets. 4.3 3.4 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 3.4.1 it shall cooperate with the Collateral Agent Central Bank and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent Central Bank may from time to time reasonably request to perfect and protect this preserve the Pledge or to exercise its rights under this Pledge Agreement;; and 4.3.2 as shareholder of the Company, 3.4.2 it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain faith and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would could adversely affect the existence of the security interest Pledge created hereunder; andhereunder or the value thereof. 4.3.3 without prejudice 3.5 Generally the Pledgor undertakes to Clause 3 (Voting Rights comply with all obligations with respect to the creation, the maintenance and Dividends), to inform the Collateral Agent of any meeting preservation of the shareholders, as well as Pledge established in accordance with Chapter 7 of the agenda thereof if, in each case, such agenda or meeting would materially General Terms and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new sharesConditions and Annexes 1 and 8.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under by the Principal Finance Documents,: 4.1.1 it is the Shares represent the entire issued share capital sole owner of the CompanyPledged Assets free from any encumbrance (other than the Pledge); 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; andAssets; 4.1.3 unless permitted by the Principal Finance Documents, the terms of the Bonds do not contain any restriction to transfer or similar restrictions which would adversely affect the enforceability of the security interest created under the Pledge Agreement. 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, consent the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares Pledged Assets or of its rights, title and interest in the Pledged PortfolioAssets; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise realise, all or any part of the Pledged Portfolio Assets (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 unless permitted by the Principal Finance Documents, it shall not amend the terms of the Bonds in order to introduce any transfer restriction; 4.3.2 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, 4.3.3 it shall act in good faithfaith and, unless otherwise permitted under by the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; 4.3.4 it shall inform the Collateral Agent as soon as possible in case the Pledge is prejudiced or jeopardised by actions of third parties (including, but without being limited to, by attachments). Such information shall be accompanied, in case of any attachment, by a copy of the order for attachment, as well as all documents required for the filing of an objection against the attachment, and, in case of any other actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the filing of an objection against such actions. Subject to Clause 11 (Costs and Expenses) hereof, all reasonable and adequately documented costs and expenses for any actions of intervention and measures of the Collateral Agent shall be borne by the Pledgor. This shall also apply to the institution of legal action, which the Collateral Agent may consider necessary; and 4.3.3 4.3.5 without prejudice to Clause 3 (Voting Rights and Dividends)3.2, to inform it shall notify the Collateral Agent as soon as possible of: (a) the issuance of any meeting Bonds; and (b) any event or circumstance which would have a material adverse effect on the validity or enforceability of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new sharesAgreement.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent Central Bank at the entry into this Agreement that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 it has the Shares represent the entire issued share capital of the Companynecessary power and capacity to enable it to enter into and perform its obligations under this Agreement; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereofthis Agreement constitutes its legal, valid and binding obligations; 4.1.3 all necessary authorisations to enable it to enter into this Agreement have been obtained and are, and will remain, in full force and effect. 4.2 At each sending of a Pledge Notice, the Pledgor represents and warrants to the Central Bank that: 4.2.1 the Credit Claim identified in the Pledge Notice complies with the provisions in Annex 8 of the General Terms and Conditions (as well as any additional conditions (if any) established by the Central Bank), ECB Guideline ECB/2014/60 and any temporary measure adopted in this field by the European Central Bank; 4.2.2 it has the unrestricted capacity to dispose of the Credit Claim identified in the Pledge Notice; 4.2.3 the Credit Claim is free from any encumbrance or security interests (other than this Pledge), is not sold subject to any option, undertaking to sell or disposed transfer, delegation, attachment or any other measure or condition which would affect the rights of the Central Bank hereunder or which could lead to a restriction on the ability of the Central Bank to hold a valid, enforceable and effective pledge over the Pledged Claim or to realise the Pledge in accordance with the terms hereof; and 4.2.4 all steps required for the perfection of the Pledge pursuant to Clause 2 hereof have been taken and the Pledge constitutes an effective first priority security interest in the form of a "gage", enforceable in accordance with its terms under all applicable laws. 4.3 The Pledgor shall not sell or otherwise dispose of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02Claims (including by way of sub-participation (disclosed or undisclosed), 3.03 syndication or otherwise) and 3.19 of the Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 not create, grant or permit to exist (a) any encumbrance or security interest (including of lower rank) over or (b) any restriction on the ability to transfer or realise realise, all or any part of the Pledged Portfolio Claims (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by lawthis Pledge). 4.3 4.4 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 4.4.1 it shall cooperate with the Collateral Agent Central Bank and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent Central Bank may from time to time reasonably request to perfect and protect this Pledge preserve the Pledges or to exercise its rights under this Pledge Agreement;; and 4.3.2 as shareholder of the Company, 4.4.2 it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain faith and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would could adversely affect the existence of the security interest Pledges created hereunder; andhereunder or the value thereof. 4.3.3 without prejudice 4.5 Generally the Pledgor undertakes to Clause 3 (Voting Rights comply with all obligations with respect to the creation, the maintenance and Dividends), to inform the Collateral Agent of any meeting preservation of the shareholdersPledges established by the General Terms and Conditions, as well as of the agenda thereof if, and in each case, such agenda or meeting would materially particular Annexes 1 and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares8.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 3.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted by the Principal Finance Documents and as provided for in the SLIA: 3.1.1 no counterclaims as to which a right to set-off or right of retention could be exercised exist with respect to the Pledged Claims except those permitted to exist under the Principal Finance Documents,: 4.1.1 the Shares represent the entire issued share capital of the Company; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold or disposed of all or any of its rights, title Documents and interest as provided for in the Pledged PortfolioSLIA; and 4.1.4 3.1.2 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Third Amended and Restated Credit Agreement. 4.2 3.2 Unless permitted by the terms of the Principal Finance DocumentsDocuments and as provided for in the SLIA, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 3.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged PortfolioClaims; or 4.2.2 3.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise realise, all or any part of the Pledged Portfolio Claims (other than, for the avoidance of doubt, the Pledge Pledge, and liens and privileges arising mandatorily by law). 4.3 3.3 The Pledgor hereby undertakes that, subject to the Agreed Security PrinciplesPrinciples and the terms of the SLIA, during the subsistence of this Pledge Agreement: 4.3.1 3.3.1 it will ensure that no counterclaims as to which a right to set-off or right of retention could be exercised will exist with respect to the Pledged Claims except those permitted to exist under the Principal Finance Documents; 3.3.2 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge AgreementAgreement and in particular to deliver any Notice of Pledge to any Future Debtor in accordance with Clause 2.3 hereof; 4.3.2 as shareholder of the Company, 3.3.3 it shall act in good faithfaith and, unless otherwise permitted under by the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest Pledge created hereunder; and; 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to 3.3.4 it shall inform the Collateral Agent as soon as possible in case the Pledge is prejudiced or jeopardised by actions of third parties (including, but without being limited to, by attachments). Such information shall be accompanied, in case of any meeting attachment, by a copy of the shareholdersorder for attachment, as well as all documents required for the filing of an objection against the agenda thereof ifattachment, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, case of any intention other actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the filing of an objection against such actions. Subject to increase the share capital Clause 11 (Costs and Expenses) hereof, all reasonable and adequately documented costs and expenses for any actions of intervention and measures of the Company and/or Collateral Agent shall be borne by the Pledgor. This shall also apply to issue new sharesthe institution of legal action, which the Collateral Agent may consider necessary; and 3.3.5 it shall notify the Collateral Agent as soon as possible of any event or circumstance which would have a material adverse effect on the validity or enforceability of this Pledge Agreement. 3.4 Subject to the Agreed Security Principles, the Pledgor hereby undertakes that it will comply with all reasonably necessary procedures and fulfil all perfection requirements reasonably required for the effectiveness and the enforceability of this Pledge against the Pledgor, including but not limited thereto all the measures foreseen under Luxembourg and Austrian law or the law of any other relevant jurisdiction.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 the Shares represent the entire issued share capital of the Company; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it Pledgor has not sold or disposed of all or any of its rights, title benefits and interest proceeds in the Pledged Portfolio; and 4.1.4 4.1.2 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Third Amended and Restated Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares PECs or of its rights, title benefits and interest proceeds in the Pledged Portfolio; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement;; and 4.3.2 as shareholder PECs-holder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and DividendsInterests), to inform the Collateral Agent of any meeting of the shareholdersPECs-holder, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new sharesPECs.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 the Shares represent 2,210 shares (“parts sociales”) in the entire issued share capital of the Company, representing, at the date of today, the rounded up number of limited shares as close as possible to, but no more than 65% of the issued and outstanding limited shares of the Company; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 3.19(d) of the Second Amended and Restated Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Subject to the terms of the Third-Ranking Finance Documents and the Intercreditor Arrangements, the Pledgor hereby represents as at the date of this Pledge Agreement to the Collateral Third Priority Security Agent that, as : 4.1.1 it is the sole owner of the date hereof, Pledged Portfolio free from any encumbrance (except as permitted under by the Principal Finance Documents,:terms of the Subordinated Indenture and the Intercreditor Arrangements (including any encumbrance created by this Pledge Agreement and any Priority Pledge Agreement)); 4.1.1 4.1.2 the Shares represent the entire issued share capital of the Company; 4.1.2 4.1.3 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 4.1.4 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio, except pursuant to the security interests referred to in 4.1.1 above; 4.1.5 it has the necessary power to enable it to enter into and perform its obligations under this Pledge Agreement; 4.1.6 this Pledge Agreement constitutes its legal, valid and binding obligations and the Pledge, once perfected in accordance with Clause 2 (Pledge over Shares), creates an effective third-ranking security over the Pledged Portfolio enforceable in accordance with its terms subject to any reservations set out in the legal opinion delivered in relation to this Pledge Agreement; and 4.1.4 confirms 4.1.7 all necessary authorisations to the Collateral Agent the representations contained enable it to enter into this Pledge Agreement have been obtained and are in Section 3.02, 3.03 full force and 3.19 of the Credit Agreementeffect. 4.2 Unless permitted by Subject to the terms of the Principal Finance DocumentsIntercreditor Arrangements, except with the Collateral Third Priority Security Agent’s prior written consent (such consent not being required if, during any period while there is a Priority Pledge Agreement or Future Priority Pledge Agreement, the relevant Priority Security Holder has given its consent), the Pledgor shall not, unless permitted by the Subordinated Indenture: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio, except pursuant to the security interests referred to in 4.1.1. above; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest (other than the pledges created pursuant to the Priority Pledge Agreements, any Future Priority Pledge Agreements and this Pledge Agreement) over the Pledged Portfolio or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, any restriction arising under this Pledge Agreement, the Priority Pledge and liens and privileges arising mandatorily by lawAgreements or any Future Priority Pledge Agreements). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Third Priority Security Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Third Priority Security Agent may from time to time reasonably request request, and to which the relevant Priority Security Holder consent, to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would materially and adversely affect the existence of the security interest created hereunderhereunder except as required by the relevant Priority Security Holder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to it will inform the Collateral Third Priority Security Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would could reasonably be expected to materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 the Shares represent the entire issued share capital of the Company; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 of the Credit Agreement to the extent that such representations relate to the Pledgor and this Pledge Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Administrative Agent that, as that during the subsistence of the date hereof, except as permitted under the Principal Finance Documents,this Pledge Agreement: 4.1.1 it is, and will be, the sole owner of the Pledged Portfolio free from any encumbrance (other than the Pledge); 4.1.2 the Shares represent the entire issued share capital of the Company; 4.1.2 4.1.3 the Company has not declared any dividends Shares are duly authorised, validly issued and fully paid and freely transferable and constitute shares with voting rights in the capital of the Company. There are no moneys of liabilities outstanding or payable in respect of any of the Shares that are still unpaid at the date hereofShares; 4.1.3 4.1.4 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; 4.1.5 it has the necessary power to enable it to enter into and perform its obligations under this Pledge Agreement; 4.1.6 the Pledge created pursuant to this Pledge Agreement is not contrary to any law or court order applicable to the Pledgor and is not in breach of its constitutional documents or of any agreement to which the Pledgor is a party; 4.1.7 this Pledge Agreement constitutes its legal, valid and binding obligations and the Pledge, once perfected in accordance with Clause 2 (Pledge over Shares), creates an effective first priority pledge (gage de premier rang) over the Pledged Portfolio enforceable in accordance with its terms; and 4.1.4 confirms 4.1.8 all necessary authorisations to the Collateral Agent the representations contained enable it to enter into this Pledge Agreement have been obtained and are, and will remain, in Section 3.02, 3.03 full force and 3.19 of the Credit Agreementeffect. 4.2 Unless permitted by the terms of the Principal Finance Documents, except Except with the Collateral Administrative Agent’s prior written consent, consent the Pledgor shall notnot or as permitted under the Credit Agreement: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or; 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by lawexpressly permitted pursuant to section 7.01 of the Credit Agreement). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Administrative Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Administrative Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, faith to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would could adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform hereunder or the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new sharesvalue thereof.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 the Shares represent the entire issued share capital of the Company; 4.1.2 the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 (d) of the Third Amended and Restated Credit Agreement. 4.2 Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 4.1 1. The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents,: 4.1.1 1. the Shares represent the entire issued share capital of the Company; 4.1.2 2. the Company has not declared any dividends in respect of the Shares that are still unpaid at the date hereof; 4.1.3 3. it has not sold or disposed of all or any of its rights, title and interest in the Pledged Portfolio; and 4.1.4 4. confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19 3.19(d) of the Third Amended and Restated Credit Agreement. 4.2 2. Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 4.2.1 1. sell or otherwise dispose of all or any of the Shares or of its rights, title and interest in the Pledged Portfolio; or 4.2.2 2. create, grant or permit to exist (a) any encumbrance or security interest over or (b) any restriction on the ability to transfer or realise all or any part of the Pledged Portfolio (other than, for the avoidance of doubt, the Pledge and liens and privileges arising mandatorily by law). 4.3 3. The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 4.3.1 1. it shall cooperate with the Collateral Agent and sign or cause to be signed all such further documents and take all such further action as the Collateral Agent may from time to time reasonably request to perfect and protect this Pledge or to exercise its rights under this Pledge Agreement; 4.3.2 2. as shareholder of the Company, it shall act in good faith, unless otherwise permitted under the Principal Finance Documents, to maintain and exercise its rights in the Company, and in particular shall not knowingly take any steps nor do anything which would adversely affect the existence of the security interest created hereunder; and 4.3.3 3. without prejudice to Clause 3 (Voting Rights and Dividends), to inform the Collateral Agent of any meeting of the shareholders, as well as of the agenda thereof if, in each case, such agenda or meeting would materially and adversely affect the security interest created under this Pledge Agreement and, in particular, of any intention to increase the share capital of the Company and/or to issue new shares.