Common use of Certain German Matters Clause in Contracts

Certain German Matters. (a) The limitation as set forth in Section 2.07(b) of the Guarantee Agreement shall be applicable to the obligations and rights under this Agreement or any other Loan Document of any Foreign Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandis. (b) In relation to the German Collateral Document the following additional provisions shall apply: (i) The Collateral Agent shall (A) hold and administer any Collateral granted pursuant to a German Collateral Document which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties and (B) administer any Collateral granted pursuant to a German Collateral Document which is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent. (ii) Each of the Secured Parties hereby authorizes the Collateral Agent (whether or not by or through employees or agents) (A) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under the German Collateral Document together with such powers and discretions as are reasonably incidental thereto (B) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Document; and (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party in connection with the German Collateral Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. (iii) Each of the Secured Parties hereby releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Document. (iv) Each of the Secured Parties hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise).

Certain German Matters. (a) The limitation as set forth in Section 2.07(b) of the Guarantee Agreement shall be applicable to the obligations and rights under this Agreement or any other Loan Document of any Foreign Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandis. (b) In relation to the German Collateral Security Document the following additional provisions shall apply: (ia) The Collateral Agent shall (A) hold and administer any Collateral granted pursuant to a German Collateral Security Document which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee fiduciary (treuhänderisch) for the benefit of the Secured Parties and (B) administer any Collateral granted pursuant to a German Collateral Security Document which is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent. (iib) Each of the Secured Parties hereby authorizes and grants a power of attorney (Vollmacht), and each future Secured Party by becoming a party to this Agreement in accordance with Section 9.04 authorizes and grants a power of attorney (Vollmacht), to the Collateral Agent (whether or not by or through employees or agents) (A) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under the German Collateral Security Document together with such powers and discretions as are reasonably incidental thereto (B) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Security Document; and (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party in connection with the German Collateral Security Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. (iiic) Each of the Secured Parties hereby releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), law to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Security Document. (ivd) Each of the Secured Parties hereby ratifies and approves approves, and each future Secured Party by becoming party to this Agreement in accordance with Section 9.04 ratifies and approves, all acts and declarations previously done by the Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise). (e) For the purpose of performing its rights and obligations as Collateral Agent and to make use of any authorization granted under the German Security Agreements, each Secured Party hereby authorizes, and each future Secured Party by becoming a party to this Agreement in accordance with Section 9.04 of this Agreement authorizes, the Collateral Agent to act as its agent (Stellvertreter), and releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). The Collateral Agent has the power to grant sub-power of attorney, including the release from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

Certain German Matters. (a) The limitation as set forth in Section 2.07(b) of the Guarantee Agreement shall be applicable to the obligations and rights under this Agreement or any other Loan Document of any Foreign Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandis. (b) In relation to the German Collateral Security Document the following additional provisions shall apply: (i) The Collateral Agent shall (A) hold and administer any Collateral granted pursuant to a German Collateral Security Document which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee fiduciary (treuhänderisch) for the benefit of the Secured Parties and (B) administer any Collateral granted pursuant to a German Collateral Security Document which is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent. (ii) Each of the Secured Parties hereby authorizes and grants a power of attorney (Vollmacht), and each future Secured Party by becoming a party to this Agreement in accordance with Section 9.04 authorizes and grants a power of attorney (Vollmacht), to the Collateral Agent (whether or not by or through employees or agents) (A) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under the German Collateral Security Document together with such powers and discretions as are reasonably incidental thereto (B) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Security Document; and (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party in connection with the German Collateral Security Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. (iii) Each of the Secured Parties hereby releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), law to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Security Document. (iv) Each of the Secured Parties hereby ratifies and approves approves, and each future Secured Party by becoming party to this Agreement in accordance with Section 9.04 ratifies and approves, all acts and declarations previously done by the Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise). (v) For the purpose of performing its rights and obligations as Collateral Agent and to make use of any authorization granted under the German Security Agreements, each Secured Party hereby authorizes, and each future Secured Party by becoming a party to this Agreement in accordance with Section 9.04 of this Agreement authorizes, the Collateral Agent to act as its agent (Stellvertreter), and releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch). The Collateral Agent has the power to grant sub-power of attorney, including the release from the restrictions of section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

Certain German Matters. (a) The limitation as set forth in Section 2.07(b) of the Guarantee Agreement shall be applicable to the obligations and rights under this Agreement or any other Loan Document of any Foreign Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandis. (b) In relation to the German Collateral Document Security Documents, the following additional provisions shall apply: : (ia) The Collateral the Agent shall (Ai) hold and administer any Collateral granted pursuant to a German Collateral Security Document which is security assigned or otherwise transferred (Sicherungseigentum/SicherungsabtretungSicherung¬sabtretung) under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties Lender Group and (Bii) administer any Collateral granted pursuant to a German Collateral Security Document which is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent.; (b) (ii) Each of the Secured Parties hereby authorizes the Collateral Agent (whether or not by or through employees or agents) (Ai) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties Lender Group under the German Collateral Security Document together with such powers and discretions as are reasonably incidental thereto thereto, (Bii) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Document; Security Document and (Ciii) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party member of the Lender Group in connection with the German Collateral Security Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. ; (iiic) Each of the Secured Parties Lender and each Bank Product Provider hereby releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Security Document. ; (ivd) Each of the Secured Parties Lender and each Bank Product Provider hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties Each Lender and each Bank Product Provider as future pledgee or otherwise).

Certain German Matters. (a) The limitation as set forth in Section 2.07(b) of the Guarantee Agreement shall be applicable to the obligations and rights under this Agreement or any other Loan Document of any Foreign Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandis. (b) In relation to the German Collateral Document the following additional provisions shall apply: (ia) The Collateral Agent shall (A) hold and administer any Collateral granted pursuant to a German Collateral Document which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties and (B) administer any Collateral granted pursuant to a German Collateral Document which is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent. (iib) Each of the Secured Parties hereby authorizes the Collateral Agent (whether or not by or through employees or agents) (A) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under the German Collateral Document together with such powers and discretions as are reasonably incidental thereto (B) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Document; and (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party in connection with the German Collateral Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. (iiic) Each of the Secured Parties hereby releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Document. (ivd) Each of the Secured Parties hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise).

Certain German Matters. (a) The limitation as set forth in Section 2.07(b) of the Guarantee Agreement shall be applicable to the obligations and rights under this Agreement or any other Loan Document of any Foreign Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandis. (b) In relation to the German Collateral Document Security Documents, the following additional provisions shall apply: : (ia) The Collateral the Agent shall (Ai) hold and administer any Collateral granted pursuant to a German Collateral Security Document which is security assigned or otherwise transferred (Sicherungseigentum/SicherungsabtretungSicherung¬sabtretung) under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties Lender Group and (Bii) administer any Collateral granted pursuant to a German Collateral Security Document which is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent.akzessorische (ii) Each of the Secured Parties hereby authorizes the Collateral Agent (whether or not by or through employees or agents) (Ai) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties Lender Group under the German Collateral Security Document together with such powers and discretions as are reasonably incidental thereto thereto, (Bii) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Document; Security Document and (Ciii) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party member of the Lender Group in connection with the German Collateral Security Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. ; (iiic) Each of the Secured Parties Lender and each Bank Product Provider hereby releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Security Document. ; (ivd) Each of the Secured Parties Lender and each Bank Product Provider hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties Each Lender and each Bank Product Provider as future pledgee or otherwise).

Certain German Matters. (a) The limitation as set forth in Section 2.07(b) of the Guarantee Agreement shall be applicable to the obligations and rights under this Agreement or any other Loan Document of any Foreign Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandis. (b) In relation to the German Collateral Security Document the following additional provisions shall apply: (i) The Collateral Agent shall (A) hold and administer any Collateral granted pursuant to a German Collateral Security Document which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee fiduciary (treuhänderisch) for the benefit of the Secured Parties and (B) administer any Collateral granted pursuant to a German Collateral Security Document which is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing an accessory security right (akzessorische Sicherheit) as agent. (ii) Each of the Secured Parties hereby authorizes the Collateral Agent (whether or not by or through employees or agents) (A) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under the German Collateral Security Document together with such powers and discretions as are reasonably incidental thereto (B) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Security Document; and (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of such Secured Party in connection with the German Collateral Security Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Security Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. (iii) Each of the Secured Parties hereby releases the Collateral Agent from any restrictions on representing several persons and self-dealing under any applicable law, and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch), law to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Security Document. (iv) Each of the Secured Parties hereby ratifies and approves all acts and declarations previously done by the Collateral Agent on such person’s behalf (including for the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise).

Certain German Matters. (a) The limitation as set forth in Section 2.07(bEach Loan Party hereby agrees and covenants with the Administrative Agent by way of an abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) that each of the Guarantee Agreement them shall be applicable pay to the obligations Administrative Agent sums equal to, and rights in the currency of, any sums owing by it to a Secured Party (other than the Administrative Agent) under this Agreement or any other Loan Document of any Foreign (the “Principal Obligations”) as and when the same fall due for payment under the relevant Loan Party incorporated in Germany as a GmbH or GmbH & Co. KG mutatis mutandisDocument (the “German Parallel Obligations”). (b) The Administrative Agent shall have its own independent right to demand payment of the German Parallel Obligations by the Loan Parties. The rights of the Secured Parties to receive payment of the Principal Obligations are several from the rights of the Administrative Agent to receive the German Parallel Obligations, provided that the payment by a Loan Party of its German Parallel Obligations to the Administrative Agent in accordance with this Section 9.17 shall be a good discharge of the corresponding Principal Obligations and the payment by a Loan Party of its corresponding Principal Obligations in accordance with the provisions of the Loan Documents shall be a good discharge of the relevant German Parallel Obligations. In the event of a good discharge of the Principal Obligations the Administrative Agent shall not be entitled any more to demand payment of the corresponding German Parallel Obligations and such German Parallel Obligations shall cease to exist. This shall apply accordingly in the event of a good discharge of the German Parallel Obligations to the corresponding Principal Obligations. (c) In relation to the Security Documents governed by German Collateral Document law (the “German Security Documents”), the following additional provisions shall apply: : (i) The Collateral Administrative Agent shall (A) hold and administer any Collateral granted pursuant to a governed by German Collateral Document which law (the “German Security”) that is security assigned (Sicherungseigentum/ Sicherungsabtretung) or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht-nicht akzessorische Sicherheit) to it in its own name as trustee (treuhänderischTreuhänder) for the benefit of the Secured Parties and (B) shall administer any Collateral granted pursuant to a German Collateral Document which Security that is pledged (Verpfändung) or otherwise transferred to the Collateral Agent creating or evidencing a Secured Party under an accessory security right (akzessorische Sicherheit) as agent. , (ii) Each each of the Secured Parties hereby authorizes the Collateral Administrative Agent (whether or not by or through employees or agents) (A) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Secured Parties under Administrative Agent by the German Collateral Document Security Documents together with such powers and discretions as are reasonably incidental thereto thereto, (B) to take such action on its behalf as may from time to time be authorized under or in accordance with the German Collateral Document; Security Documents and (C) to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right granted in favor of made to such Secured Party in connection with relation to the German Collateral Document and to agree to and execute on its behalf as its representative (Stellvertreter) any amendments and/or alterations to any German Collateral Document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. Loan Documents, (iii) Each the Administrative Agent shall be exempted from the restrictions of the Secured Parties hereby releases the Collateral Agent from any restrictions on representing several persons double representation and self-dealing under any applicable law, law and in particular from the restrictions of Section 181 of the German Civil Code (Bürgerliches Gesetzbuch)Code, to make use of any authorization granted under this Agreement and to perform its duties and obligations as Collateral Agent hereunder and under the German Collateral Document. (iv) Each none of the Secured Parties hereby ratifies and approves all acts and declarations previously done by shall have any independent power to enforce any of the Collateral Agent on such person’s behalf (including for German Security Documents or to exercise any rights, discretions or powers or to grant any consents or releases under or pursuant to any of the avoidance of doubt the declarations made by the Collateral Agent as representative without power of attorney (Vertreter ohne Vertretungsmacht) in relation German Security Documents or otherwise have direct recourse to the creation of security constituted by any pledge (Pfandrecht) on behalf and for the benefit of the Secured Parties as future pledgee or otherwise)German Security Documents except through the Administrative Agent.