Common use of Enforcement of Pledge Clause in Contracts

Enforcement of Pledge. (a) In the event that an Event of Default has occurred which is continuing, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees, shall have the right, but not the obligation to enforce the Pledge, at its discretion, by either: (i) private enforcement (Private Verwertung) including a discretionary sale (Freihandverkauf) or, to the extent permitted, acquire the Pledged Assets in its own name and on its own account (Selbsteintritt), in each case without regard to the provisions of the DEBA; (ii) enforcement proceedings pursuant to the DEBA; or (iii) enforcement proceedings pursuant to other applicable laws. (b) In the course of private enforcement (Private Verwertung), the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, may either sell the Pledged Assets to a third party (Freihandverkauf) or acquire any and all or part of the Pledged Assets on its own or the Pledgees behalf (Selbsteintritt), in each case on arm's length terms. Furthermore, the Collateral Agent may in its sole discretion apply all Dividends and other monies arising from the Shares or Related Rights as though they were proceeds of an enforcement under this Agreement. The Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, shall render an account to the Pledgor regarding the private enforcement. (c) With regard to private enforcement (Private Verwertung), the Pledgor hereby authorizes the Collateral Agent to be its attorney and in the Pledgor's name and on its behalf to execute, deliver and perfect all documents and to do all things that are required or expedient in this respect. (d) The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be permissible. (e) Failure by the Collateral Agent or by any other Pledgee to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Pledgee and shall not prejudice any of the rights the Collateral Agent or any other Pledgee may have under this Agreement or any other Finance Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereunder. Share Pledge Agreement (f) Notwithstanding the foregoing and notwithstanding the provision of article 41 DEBA, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, is at liberty to institute or pursue the enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first realized the Pledge (waiver of the beneficium excussionis realis). (g) The Collateral Agent shall be entitled to enforce the Pledge in full or in part only. Partial enforcement shall not affect the Pledge on the remaining Pledged Assets. (h) The Pledgor hereby agrees that the Collateral Agent can instruct a third party to conduct the enforcement of the Pledge in its name and for its account.

Enforcement of Pledge. (a) In the event that an Event of Default has occurred which is continuing, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees, shall have the right, but not the obligation to enforce the Pledge, at its discretion, by either: (i) private enforcement (Private Verwertung) including a discretionary sale (Freihandverkauf) or, to the extent permitted, acquire the Pledged Assets in its own name and on its own account (Selbsteintritt), in each case without regard to the provisions of the DEBA; (ii) enforcement proceedings pursuant to the DEBA; or (iii) enforcement proceedings pursuant to other applicable laws. (b) In the course of private enforcement (Private Verwertung), the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, may either sell the Pledged Assets to a third party (Freihandverkauf) or acquire any and all or part of the Pledged Assets on its own or the Pledgees behalf (Selbsteintritt), in each case on arm's ’s length terms. Furthermore, the Collateral Agent may in its sole discretion apply all Dividends and other monies arising from the Shares or Related Rights as though they were proceeds of an enforcement under this Agreement. The Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, shall render an account to the Pledgor regarding the private enforcement. (c) With regard to private enforcement (Private Verwertung), the Pledgor hereby authorizes the Collateral Agent to be its attorney and in the Pledgor's ’s name and on its behalf to execute, deliver and perfect all documents and to do all things that are required or expedient in this respect. (d) The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be permissible. (e) Failure by the Collateral Agent or by any other Pledgee to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Pledgee and shall not prejudice any of the rights the Collateral Agent or any other Pledgee may have under this Agreement or any other Finance Senior Lien Debt Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereunder. Share Pledge Agreement. (f) Notwithstanding the foregoing and notwithstanding the provision of article 41 DEBA, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, is at liberty to institute or pursue the enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first realized the Pledge (waiver of the beneficium excussionis realis). (g) The Collateral Agent shall be entitled to enforce the Pledge in full or in part only. Partial enforcement shall not affect the Pledge on the remaining Pledged Assets. (h) The Pledgor hereby agrees that the Collateral Agent can instruct a third party to conduct the enforcement of the Pledge in its name and for its account.

Enforcement of Pledge. (a) In the event that an Event of Default has occurred which is continuing, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other PledgeesPledgees in accordance with the Indenture, shall have the right, but not the obligation obligation, after having given written notice to the Pledgor, to enforce the Pledge, at its respective discretion, by eitherby: (i) private enforcement notifying the Bank of the occurrence of such an Event of Default; (Private Verwertungii) including realizing the Pledge by a discretionary forced sale (Freihandverkauf) or, pursuant to the extent permitted, acquire DEBA; (iii) realizing the Pledged Assets in its own name and on its own account (Selbsteintritt), in each case Pledge without regard to the provisions of the DEBADEBA by way of a private sale (private Verwertung) or, to the extent legally permitted, acquiring the Pledged Assets on the Pledgees behalf and on their own account (Selbsteintritt); (iiiv) enforcement proceedings pursuant disposing freely of the Pledged Assets and give to the DEBABank respective instructions without any restrictions; or (iiiv) enforcement proceedings pursuant to other applicable laws. (b) In the course of private enforcement (Private private Verwertung), the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, may either sell the Pledged Assets to a third party (Freihandverkauf) or acquire any and all or part of the Pledged Assets on its own or the Pledgees behalf at fair market value (Selbsteintritt), in each case on arm's length terms. Furthermore, the Collateral Agent may in its sole discretion apply all Dividends and other monies arising from the Shares or Related Rights as though they were proceeds of an enforcement under this Agreement. The Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, shall render an account to the Pledgor regarding the private enforcement. (c) With regard to private enforcement (Private private Verwertung), the Pledgor hereby authorizes and appoints the Collateral Agent to be its attorney and attorney-in-fact and, in the Pledgor's name and on its behalf behalf, if an Event of Default has occurred and is continuing, to execute, deliver and perfect all documents that are reasonably necessary and required and to do take any and all things that are required or expedient in this respectreasonably appropriate action for purposes of carrying out a private enforcement (private Verwertung). (d) The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be permissible. (e) Failure by the Collateral Agent or by any other Pledgee to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Pledgee and shall not prejudice any of the rights the Collateral Agent or any other Pledgee may have under this Agreement or any other Finance Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereunder. Share Pledge Agreement (f) Notwithstanding the foregoing and notwithstanding the provision of article 41 DEBA, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, is at liberty to institute or pursue the enforcement of the Secured Notes Obligations pursuant to regular debt enforcement proceedings without having first realized the Pledge (waiver of the beneficium excussionis realis). (g) The Collateral Agent shall be entitled to enforce the Pledge in full or in part only. Partial enforcement shall not affect the Pledge on the remaining Pledged Assets. (h) The Pledgor hereby agrees that the Collateral Agent can instruct a third party to conduct the enforcement of the Pledge in its name and for its account.

Enforcement of Pledge. (a) In the event that an Event of Default has occurred which is continuing, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name of and on behalf of the other Pledgees, shall have the right, but not the obligation to enforce the Pledge, at its discretion, discretion by either: (i) realizing the Pledge by forced sale pursuant to the DEBA; (ii) realizing the Pledge without regard to the provisions of the DEBA by private enforcement (Private private Verwertung) including a discretionary sale (Freihandverkauf) or, to the extent permitted, acquire the Pledged Assets in its own name and on its own account (Selbsteintritt), in each case without regard to the provisions of the DEBA; (iiiii) enforcement proceedings pursuant to setting off the DEBAPledged Assets against Secured Obligations irrespective of the identity of the creditor of the Secured Obligation; or (iiiiv) enforcement proceedings pursuant to other applicable laws. (b) In the course of private enforcement (Private Verwertung), the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, may either sell the Pledged Assets to a third party (Freihandverkauf) or acquire any and all or part of the Pledged Assets on its own or the Pledgees behalf (Selbsteintritt), in each case on arm's ’s length terms. Furthermore, the Collateral Agent may in its sole discretion apply all Dividends monies standing to the credit of the Bank Accounts and other monies arising from the Shares or Related Rights Pledged Assets as though they were proceeds of an enforcement under this Agreement. The Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, shall render an account to the Pledgor regarding the private enforcement. (c) With regard to private enforcement (Private Verwertung), the Pledgor hereby authorizes the Collateral Agent to be its attorney and in the Pledgor's ’s name and on its behalf to execute, deliver and perfect all documents and to do all things that are required or expedient in this respect. (d) The Parties agree in advance that a sale according to article 130 DEBA (Freihandverkauf) shall be permissible. (e) Failure by the Collateral Agent or by any other Pledgee to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Pledgee and shall not prejudice any of the rights the Collateral Agent or any other Pledgee may have under this Agreement or any other Finance Senior Lien Debt Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereunder. Share Pledge Agreement. (f) Notwithstanding the foregoing and notwithstanding the provision of article 41 DEBA, the Collateral Agent, acting in its own name and on its own behalf (including as creditor of the Parallel Debt) as well as in the name and on behalf of the Pledgees, is at liberty to institute or pursue the enforcement of the Secured Obligations pursuant to regular debt enforcement proceedings without having first realized the Pledge (waiver of the beneficium excussionis realis). (g) The Collateral Agent shall be entitled to enforce the Pledge in full or in part only. Partial enforcement shall not affect the Pledge on the remaining Pledged Assets. (h) The Pledgor hereby agrees that the Collateral Agent can instruct a third party to conduct the enforcement of the Pledge in its name and for its account.