Common use of Pledgors’ Undertakings Clause in Contracts

Pledgors’ Undertakings. The Pledgors hereby severally and jointly undertake to the Pledgee as follows: 9.1 Without the prior written consent of the Pledgee, the Pledgors shall not create, or allow to be created, any new pledge or any other security interest over the Pledged Equity Interest. Any pledge or other security interest created over all or any part of the Pledged Equity Interest without the prior written consent of the Pledgee shall be invalid. 9.2 Without the prior written notice to and the prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Equity Interest and all activities of the Pledgors to transfer the Pledged Equity Interest shall be invalid. The proceeds obtained from the Pledgors’ transfer of the Pledged Equity Interest shall be used first to prepay the Secured Liabilities to the Pledgee or to be deposited with a third party as agreed with the Pledgee. 9.3 In the event of the occurrence of any lawsuit, arbitration or other claim which may have an adverse effect on the interests of the Pledgors or the Pledgee under the Transaction Documents and this Agreement or on the Pledged Equity Interest, the Pledgors undertake to notify the Pledgee in writing as soon as possible and in a timely manner, and, as reasonably required by the Pledgee, to take all necessary measures to ensure that the Pledgee secures and maintains all rights, title and interest to the Pledged Equity Interest.

Pledgors’ Undertakings. The Pledgors hereby severally and jointly undertake to the Pledgee as followsPledgor undertakes: 9.1 Without (e) unless permitted in this Agreement and the Facility Agreement, not to dispose of any assets booked on the accounts pledged hereunder other than in the ordinary course of its business and in accordance with the Facility Agreement as well as to refrain from encumbrances or any acts or omissions which might result in a material decline of the aggregate 133 value or in a loss of the assets and not to enter into obligations to refrain from disposals of assets (Verfügungsverbote); (f) to identify the Pledge immediately in its books and records and to refrain from any acts or omissions which could prevent third parties who may have a legitimate interest in obtaining knowledge of the Pledge from obtaining knowledge thereof; (g) to open a new account only with prior written consent of the PledgeePledgees, which consent shall not be unreasonably withheld. In such a case, the Pledgors Pledgor shall not creategrant a corresponding account pledge to the Pledgees over the newly established account; (h) to inform the Security Agent as soon as possible in the case the Pledgees’ rights in respect of the Pledge are prejudiced or jeopardised by attachment or are prejudiced or jeopardised by other material actions of third parties. Such information shall be accompanied, or allow to be createdin the case of any attachment, any new pledge or 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 security interest over actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the Pledged Equity Interestfiling of an objection against such actions. Any pledge The Pledgor shall further be obliged to inform as soon as possible the attaching creditors or other security interest created over all or any part third parties asserting rights with respect to the transferred rights and claims in writing of the Pledged Equity Interest without the prior written consent Pledgees’ rights in respect of the Pledgee assets. All reasonable and adequately documented costs and expenses for countermeasures of the Pledgees shall be invalid.borne by the Pledgor. This shall also apply to the institution of legal action which the Pledgees reasonably consider necessary; 9.2 Without (i) to inform the prior written notice to and Security Agent promptly of any subsequent material changes in the prior written consent value of the Pledgeeaccounts pledged hereunder resulting from any set off or other reasons, after becoming aware of such changes other than in the Pledgors shall not transfer ordinary course of business; and (j) to notify the Pledged Equity Interest and all activities of the Pledgors to transfer the Pledged Equity Interest shall be invalid. The proceeds obtained from the Pledgors’ transfer of the Pledged Equity Interest shall be used first to prepay the Secured Liabilities to the Pledgee or to be deposited with a third party as agreed with the Pledgee. 9.3 In the event of the occurrence Security Agent promptly of any lawsuit, arbitration event or other claim circumstance which may might be expected to have an a material adverse effect on the interests validity or enforceability of the Pledgors or the Pledgee under the Transaction Documents and this Agreement or on the Pledged Equity Interest, the Pledgors undertake to notify the Pledgee in writing as soon as possible and in a timely manner, and, as reasonably required by the Pledgee, to take all necessary measures to ensure that the Pledgee secures and maintains all rights, title and interest to the Pledged Equity InterestAgreement.

Pledgors’ Undertakings. The Pledgors hereby severally and jointly undertake to the Pledgee as followsPledgor undertakes: 9.1 Without (a) unless permitted in this Agreement and the Facility Agreement, not to dispose of any assets booked on the accounts pledged hereunder other than in the ordinary course of its business and in accordance with the Facility Agreement as well as to refrain from encumbrances or any acts or omissions which might result in a material decline of the aggregate value or in a loss of the assets and not to enter into obligations to refrain from disposals of assets (Verfugungsverbote); (b) to identify the Pledge immediately in its books and records and to refrain from any acts or omissions which could prevent third parties who may have a legitimate interest in obtaining knowledge of the Pledge from obtaining knowledge thereof; (c) to open a new account only with prior written consent of the PledgeePledgees, which consent shall not be unreasonably withheld. In such a case, the Pledgors Pledgor shall not create, or allow grant a corresponding account pledge to be created, any new pledge or any other security interest the Pledgees over the Pledged Equity Interest. Any pledge or other security interest created over all or any part of newly established account; (d) to inform the Pledged Equity Interest without the prior written consent of the Pledgee shall be invalid. 9.2 Without the prior written notice to and the prior written consent of the Pledgee, the Pledgors shall not transfer the Pledged Equity Interest and all activities of the Pledgors to transfer the Pledged Equity Interest shall be invalid. The proceeds obtained from the Pledgors’ transfer of the Pledged Equity Interest shall be used first to prepay the Secured Liabilities to the Pledgee or to be deposited with a third party as agreed with the Pledgee. 9.3 In the event of the occurrence of any lawsuit, arbitration or other claim which may have an adverse effect on the interests of the Pledgors or the Pledgee under the Transaction Documents and this Agreement or on the Pledged Equity Interest, the Pledgors undertake to notify the Pledgee in writing Security Agent as soon as possible and in the case the Pledgees' rights in respect of the Pledge are prejudiced or jeopardised by attachment or are prejudiced or jeopardised by other material actions of third parties. Such information shall be accompanied, in the case of any attachment, by a timely mannercopy 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 reasonably well as all documents required by for the Pledgee, filing of an objection against such actions. The Pledgor shall further be obliged to take all necessary measures to ensure that inform as soon as possible the Pledgee secures and maintains all rights, title and interest attaching creditors or other third parties asserting rights with respect to the Pledged Equity Interest.transferred rights and claims in writing of the Pledgees' rights in respect of the assets. All reasonable and adequately documented costs and expenses for countermeasures of the Pledgees shall be borne by the