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

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 1. The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents: 1. no counterclaims as to which a right to set-off or right of retention could be exercised exist with respect to the Pledged Accounts Claims except those permitted to exist under the Principal Finance Documents; and 2. 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. 2. Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s prior written consent, the Pledgor shall not: 1. sell or otherwise dispose of all or any of its rights, title and interest in the Pledged Accounts Claims or the Accounts (and, in particular, close any of the Accounts); or 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 Accounts Claims or the Accounts (other than, for the avoidance of doubt, the Pledge, any liens or privileges arising mandatorily by law and any liens permitted under Section 6.02(u) (Banker’s Liens) of the Third Amended and Restated Credit Agreement). 3. The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 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 Accounts Claims except those permitted to exist under the Principal Finance Documents; 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; 3. it shall act in good faith and, unless otherwise permitted by the Principal Finance Documents, not knowingly take any steps nor do anything which would adversely affect the existence of the Pledge created hereunder; 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. The Pledgor shall further be obliged to inform as soon as possible the attaching creditors or other third parties asserting rights with respect to the Accounts in writing of the existence of the Pledge. Subject to Clause 12 (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 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.

PLEDGOR’S REPRESENTATIONS AND UNDERTAKINGS. 1. The Pledgor hereby represents to the Collateral Agent that, as of the date hereof, except as permitted under the Principal Finance Documents: 1. no counterclaims as to which a right to set-off or right of retention could be exercised exist with respect to the Pledged Accounts Claims except those permitted to exist under the Principal Finance Documents; and 2. confirms to the Collateral Agent the representations contained in Section 3.02, 3.03 and 3.19(d3.19 (d) of the Third Amended and Restated Credit Agreement. 2. Unless permitted by the terms of the Principal Finance Documents, except with the Collateral Agent’s 's prior written consent, the Pledgor shall not: 1. sell or otherwise dispose of all or any of its rights, title and interest in the Pledged Accounts Claims or the Accounts (and, in particular, close any of the Accounts); or 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 Accounts Claims or the Accounts (other than, for the avoidance of doubt, the Pledge, any liens or privileges arising mandatorily by law and any liens permitted under Section 6.02(u6.02 (u) (Banker’s 's Liens) of the Third Amended and Restated Credit Agreement). 3. The Pledgor hereby undertakes that, subject to the Agreed Security Principles, during the subsistence of this Pledge Agreement: 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 Accounts Claims except those permitted to exist under the Principal Finance Documents; 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; 3. it shall act in good faith and, unless otherwise permitted by the Principal Finance Documents, not knowingly take any steps nor do anything which would adversely affect the existence of the Pledge created hereunder; 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. The Pledgor shall further be obliged to inform as soon as possible the attaching creditors or other third parties asserting rights with respect to the Accounts in writing of the existence of the Pledge. Subject to Clause 12 (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 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.