Common use of UNDERTAKINGS BY THE ISSUER Clause in Contracts

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act. (c) For so long as any of the Securities are outstanding and are "restricted securities" within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of Capital Securities or the Debentures. (f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the Sponsor shall not identify the Placement Agent in a press release or any other public statement without the consent of such Placement Agent.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the -------------------------- Placement Agent as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act. (c) For so long as any of the Securities are outstanding and are "restricted securities" within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer Trust Parties will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of Capital the Securities or the Debentures. (fe) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the Sponsor The Trust Parties shall not identify the Placement Agent in a press release or any other public statement without the consent of such Placement Agent which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, any Trust Party shall be entitled (without the consent of the Placement Agent) to make (i) any disclosure to any rating agency when requested or required by it; and (ii) any disclosure required or requested by any governmental agency or representative thereof or pursuant to legal or judicial process. (f) In the event that either (a) an Event of Default (as defined in Section 5.1 of the Indenture) has occurred and is continuing, or (b) the Sponsor has elected to defer payments of interest on the Debentures by extending the interest payment period under the Indenture (as provided for in Section 2.11 of the Indenture), the Trust Parties shall provide to (i) the holders for so long as they shall be holders, and subsequent holders of the Securities, (ii) Cohen & Company (at Cira Centre, 2929 Arch Street, Suite 1703, Philadxxxxxa, PA 19104, or xxxh other axxxxxx xx xxxxxxxxxx xx Xxxxx & Xxxxxxx) xxx (xxx) xny beneficial owner of the Securities reaxxxxxly identified to the Trust Parties (which identification may be made by either such beneficial owner or by Cohen & Company) quarterly and annual statutory statements, as well ax xxxrterly updates on any of its subsidiaries or affiliates, which may be in liquidation, under supervisory regulation or in runoff. To the extent that the parties identified in this Section 6(g) receive certificates and statements pursuant to the Declaration and/or the Indenture, delivery of such certificates and statements to such party pursuant to the Declaration and/or the Indenture shall satisfy the obligation of the Trust Parties under this Section 6(g) (g) Each of the Trust Parties shall furnish to (i) the holders for so long as they shall be holders, and subsequent holders of the Securities, (ii) Cohen & Company (at Cira Centre, 2929 Arch Street, Suite 1703, Philadxxxxxa, PA, 19104, ox xxch other xxxxxxx xx xxxxxxxxxx xx Xxxxx & Xxxxxxx) xxx (xxx) xny beneficial owner of the Securities reaxxxxxly identified to the Trust Parties (which identification may be made by either such beneficial owner or by Cohen & Company), a duly completed and executed certificate in the foxx xxtached hereto as Annex C, including the financial statements referenced in such Annex, which certificate and financial statements shall be so furnished by the Trust Parties at the times set forth in the Declaration and /or the Indenture. To the extent that the parties identified in this Section 6(h) receive certificates and statements pursuant to the Declaration and/or the Indenture, delivery of such certificates and statements to such party pursuant to the Declaration and/or the Indenture shall satisfy the obligation of the Trust Parties under this Section 6(h). (h) Neither the Parent Guarantor, Sponsor nor the Trust will, until one hundred eighty (180) days following the date hereof, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of, directly or indirectly, (i) any Securities or other securities substantially similar to the Securities other than as contemplated by this Placement Agreement or (ii) any other securities convertible into, or exercisable or exchangeable for, any Securities or other securities substantially similar to the Securities.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act. (c) For so long as any of the Securities are outstanding and are "restricted securities" within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, claim and will actively resist any attempts by others to claim, claim the benefits of any usury laws against holders of Capital Securities or the Debentures. (f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the The Sponsor shall not identify the Placement Agent in a press release or any other written public statement without the consent of such Placement Agent, and except as required by applicable law.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees undertakes and covenants with the Placement Agent as follows:Purchaser that: it will (a1) Neither bear and pay any stamp or other duties or taxes on or in connection with the issue and delivery of the Bonds and Warrants and the execution and delivery of this Agreement and any value added or other such tax payable in connection with the amounts payable or allowed under this Agreement and otherwise in connection with the transactions envisaged by this Agreement. (2) not, between the date hereof and the Closing Date (both dates inclusive), take any action or decision which (had the Warrants already been issued) would result in an adjustment to the Subscription Price under the terms of the Warrants. (3) indemnify the Purchaser and its directors, officers, employees and controlling persons (each an "Indemnified Person") against any losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur, or which may be made against any of them, as a result of or in relation to any actual or alleged misrepresentation in, or actual or alleged breach of, any of the above representations and warranties by the Issuer, nor and will reimburse any of its affiliates nor such person for all costs, charges and expenses which they may pay or incur in connection with investigating, disputing or defending any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect such action or claim. Each Indemnified Person shall give prompt notice to the Securities to Issuer of any U.S. Person except pursuant to an exemption from, or action commenced against it in a transaction not subject to, the registration requirements respect of the Securities Act. Terms used in which indemnity may be sought under this paragraph have the meanings given to them by Regulation S under the Securities ActAgreement. (b4) Neither not, between the Issuer, nor any of its affiliates nor any person authorized to act on its behalf date hereof and the Closing Date (other than the Placement Agentboth dates inclusive), will make offers any public statement or sales of Securities under circumstances that would require announcement, or communications to the registration press, on any matter associated with, or disclosing any information in relation to the Bonds and the Warrants without prior written consent of the Securities under the Securities ActPurchaser, except that such public statement, announcement or communications required by any laws and regulations shall not be subject to such consent requirement. (c5) For so long as forthwith notify the Purchaser of any material change affecting any of the Securities are outstanding representations and are "restricted securities" within the meaning of Rule 144, warranties by the Issuer (set forth in Section 4) at any time before payment is made to the Issuer on the Closing Date and that it will provide or cause take those steps which may be reasonably requested by the Purchaser to be provided to remedy and/or publicize such material change(s). Upon any holder material breach of Securities and any prospective purchaser of the Securities designated by such representations and warranties (set forth in Section 4) inaccurate in a holder, upon material respect coming to the request notice of such holder or prospective purchaser, the information required Purchaser before payment being made to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to Issuer on the Closing Date, the Sponsor and Purchaser shall be entitled (but not bound) by notice to the Issuer shall to elect to treat such breach or change as (except as otherwise specifically provided) releasing and discharging the Purchaser from its obligations under this Agreement. (6) will use their its best efforts to cause their representations and warranties contained in Section 4 hereof to be true as maintain the listing of the Closing Date, after giving effect to Common Shares into which the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of Capital Securities Warrants are or the Debentures. (f) Unless and to the extent required to may be disclosed exercisable pursuant to the rules Terms and regulations Conditions of the Securities Warrants on the Korea Stock Exchange and Exchange Commission, the Sponsor shall not identify free tradability of the Placement Agent in a press release or any other public statement without Common Shares on the consent of such Placement AgentKorea Stock Exchange.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act. (c) For so long as any of the Securities are outstanding and are "restricted securities" within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of Capital Securities or the Debentures. (f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the The Sponsor shall not identify the Placement Agent in a press release or any other public statement without the consent of such Placement Agent.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the -------------------------- Placement Agent as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act. (c) For so long as any of the Securities are outstanding and are "restricted securities" within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, claim and will actively resist any attempts by others to claim, claim the benefits of any usury laws against holders of Capital Securities or the Debentures. (f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the The Sponsor shall not identify the Placement Agent in i n a press release or any other written public statement without the consent of such Placement Agent, except as required by applicable law.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent Initial Purchaser as follows: (a) : Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent)behalf, will engage in any directed selling efforts with respect to the Capital Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) . Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent)behalf, will make offers or sales of Capital Securities under circumstances that would require the registration of the Capital Securities under the Securities Act. (c) . For so long as any of the Capital Securities are outstanding and are "“restricted securities" ” within the meaning of Rule 144144(a)(3), the Issuer will provide or cause to be provided to any holder of Capital Securities and any prospective purchaser of the Capital Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) . During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) . The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of the Capital Securities or the Debentures. (f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the . The Sponsor shall not identify the Placement Agent Initial Purchaser in a press release or any other public statement without the consent of such Placement AgentInitial Purchaser.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent ---------------------------- Initial Purchaser as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent)behalf, will engage in any directed selling efforts with respect to the Capital Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent)behalf, will make offers or sales of Capital Securities under circumstances that would require the registration of the Capital Securities under the Securities Act. (c) For so long as any of the Capital Securities are outstanding and are "restricted securities" within the meaning of Rule 144144A, the Issuer will provide or cause to be provided to any holder of Capital Securities and any prospective purchaser of the Capital Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of the Capital Securities or the Debentures. (f) Unless and to the extent Except as may be required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commissionby law, the Sponsor shall not identify the Placement Agent Initial Purchaser in a press release or any other public statement without the consent of such Placement AgentInitial Purchaser.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent Initial Purchaser as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent)behalf, will engage in any directed selling efforts with respect to the Capital Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent)behalf, will make offers or sales of Capital Securities under circumstances that would require the registration of the Capital Securities under the Securities Act. (c) For so long as any of the Capital Securities are outstanding and are "restricted securities" within the meaning of Rule 144144A, the Issuer will provide or cause to be provided to any holder of Capital Securities and any prospective purchaser of the Capital Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of the Capital Securities or the Debentures. (f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the The Sponsor shall not identify the Placement Agent Initial Purchaser in a press release or any other public statement without the consent of such Placement AgentInitial Purchaser.

UNDERTAKINGS BY THE ISSUER. The Issuer agrees with the Placement Agent as follows: (a) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will engage in any directed selling efforts with respect to the Securities to any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. (b) Neither the Issuer, nor any of its affiliates nor any person authorized to act on its behalf (other than the Placement Agent), will make offers or sales of Securities under circumstances that would require the registration of the Securities under the Securities Act. (c) For so long as any of the Securities are outstanding and are "“restricted securities" ” within the meaning of Rule 144, the Issuer will provide or cause to be provided to any holder of Securities and any prospective purchaser of the Securities designated by such a holder, upon the request of such holder or prospective purchaser, the information required to be provided to such holder or prospective purchaser by Rule 144A(d)(4). (d) During the period from the date of this Agreement to the Closing Date, the Sponsor and the Issuer shall use their best efforts to cause their representations and warranties contained in Section 4 hereof to be true as of the Closing Date, after giving effect to the transactions contemplated by this Agreement, as if made on and as of the Closing Date. (e) The Sponsor and the Issuer will not claim, and will actively resist any attempts by others to claim, the benefits of any usury laws against holders of Capital Securities or the Debentures. (f) Unless and to the extent required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission, the The Sponsor shall not identify the Placement Agent in a press release or any other public statement without the consent of such Placement Agent.