German Security Documents. First-ranking share pledge agreement of the shares in Sappi Xxxxxx GmbH, Sappi Deutschland GmbH, Sappi Stockstadt GmbH and Sappi Ehingen GmbH by Sappi Deutschland Holding GmbH as pledgor
German Security Documents. 2.1 Notarial share pledge agreement entered into by Constellium Holdco II, Constellium Germany Holdco GmbH, Constellium France Holdco S.A.S. and Constellium Deutschland GmbH as pledgors in respect of shares owned by them in Constellium Germany Holdco GmbH, Constellium Deutschland GmbH and Constellium Singen GmbH.
2.2 Security assignment agreement entered into by Constellium Germany Holdco GmbH, Constellium Deutschland GmbH and Constellium Singen GmbH in respect of intra-group loan receivables.
2.3 Account pledge agreement entered into by Constellium Germany Holdco GmbH, Constellium Deutschland GmbH, Constellium Singen GmbH, Constellium Finance SAS, Constellium Switzerland AG and Constellium Valais SA.
2.4 Account pledge agreement entered into by Constellium Extrusions Děčín s.r.o.
2.5 Notarial amendment and confirmation agreement regarding/containing (i) a confirmation in respect of the existing share pledge agreement, (ii) an assumption of contract by the Administrative Agent from the Existing Administrative Agent and (ii) a junior ranking share pledge agreement entered into by Constellium HoldCo II, Constellium Germany Holdco GmbH, Constellium France Holdco S.A.S. and Constellium Deutschland GmbH as pledgors, Constellium Germany Holdco GmbH, Constellium Deutschland GmbH and Constellium Singen GmbH as pledged companies, the Existing Administrative Agent and the Administrative Agent.
2.6 An amendment and confirmation agreement regarding/containing (i) an assumption of contract by the Administrative Agent from the Existing Administrative Agent, (ii) confirmations in respect of an existing security assignment agreement in respect of intra-group loan receivables and (iii) an assignment of security interests under the existing security agreement from the Existing Administrative Agent to the Administrative Agent between Constellium Germany Holdco GmbH, Constellium Deutschland GmbH and Constellium Singen GmbH as assignors, the Existing Administrative Agent and the Administrative Agent.
2.7 An amendment and confirmation agreement regarding/containing (i) a confirmation in respect of the existing account pledge agreement, (ii) an assumption of contract by the Administrative Agent from the Existing Administrative Agent and (iii) a junior ranking account pledge agreement between Constellium Germany Holdco GmbH, Constellium Deutschland GmbH, Constellium Singen GmbH, Constellium Finance SAS, Constellium Switzerland AG and Constellium Valais SA as pledgors, the Existin...
German Security Documents a. Notarisation of a notarial amendment and confirmation agreement regarding/containing (i) a confirmation in respect of the existing share pledge agreement, (ii) an assumption of contract by the Administrative Agent from the Existing Administrative Agent and (iii) a junior ranking share pledge agreement entered into by Constellium HoldCo II B.V., Constellium Germany Holdco GmbH, Constellium France Holdco S.A.S. and Constellium Deutschland GmbH as pledgors, Constellium Germany Holdco GmbH, Constellium Deutschland GmbH and Constellium Singen GmbH as pledged companies, the Existing Administrative Agent and the Administrative Agent, within 5 (five) Business Days from the Effective Date.
b. Notarisation of notarial shareholders’ resolutions for the amendment of the articles of association of Constellium Deutschland GmbH and Constellium Singen GmbH regarding the deletion of pre-emption rights, redemption rights, or any consent requirements regarding the assignability or encumbrance of any share, and filing of the amended articles of association with the commercial register within 10 (ten) Business Days from the Effective Date.
c. With respect to the confirmation agreement in respect of an existing account pledge agreement and the replacement of the existing Administrative Agent and junior account pledge agreement entered into between Constellium Germany HoldCo GmbH, Constellium Deutschland GmbH, Constellium Singen GmbH, Constellium Finance S.A.S., Constellium Switzerland AG and Constellium Valais SA as Pledgors (the “Agreement”), each of the Pledgors undertakes to (i) notify the Account Bank and any other relevant third party of the pledges created thereunder substantially in the form set out in Schedule 4Part 1 (Notification of Pledges) attached to the Agreement by registered mail (Einschreiben mit Rückschein) without undue delay, but not later than within ten (10) Business Days (or such later date as the Successor Administrative Agent shall agree) after the date of the Agreement or after the opening of any new Bank Account and (ii) to use all commercially reasonable efforts to obtain acknowledgement of receipt of the notification from the Account Bank in substantially the form set out in Schedule 4Part 2 (Acknowledgement of Receipt) and to procure that the Account Bank accepts the terms thereof within ten (10) Business Days of the date of notification. The Pledgors will keep the mail receipt and promptly, but in any case within ten (10) Business Days from its...
German Security Documents each German Account Pledge Agreement, each German Global Assignment, each German Security Transfer Agreement and all other documents, instruments and agreements governed by the laws of Germany or England and Wales now or hereafter securing any German Facility Obligations.
German Security Documents. Without limiting any other rights of the Collateral Trustee under this Agreement, in relation to the Security Documents governed by the laws of Germany (the “German Security Documents” and the Security created thereunder the “German Security”) the following shall apply:
(a) the Collateral Trustee shall:
(1) administer as trustee in its own name but for the benefit of all relevant Secured Parties (other than the Collateral Trustee) which have the benefit of such German Security in accordance with this Agreement (each a “German Secured Party”) and as the case may be, release and (subject to it having become enforceable) realise (in accordance with the Parity Lien Documents) any German Security which is created in favour of the Collateral Trustee and/or the German Secured Parties (or any of them) by way of a pledge (Verpfändung) or any other German law accessory security right (akzessorische Sicherheit); and
(2) if and when acting in its capacity as creditor of the Parallel Debt, hold:
(A) any German Security which is created in favour of the Collateral Trustee as creditor of the Parallel Debt by way of a pledge (Verpfändung) or any other German law accessory security right (akzessorische Sicherheit);
(B) any proceeds of such German Security; and
(C) the benefit of this subparagraph and of the Parallel Debt, as creditor in its own right but for the benefit of the Secured Parties in accordance with this Agreement;
(b) each Secured Party authorises the Collateral Trustee to take any steps necessary and collect all information necessary or, in the Collateral Trustee’s discretion, reasonable and desirable for the preparation of any German Security Document and/or the perfection of any German Security (Wirksamkeit der Sicherheitenbestellung) and, if necessary, to engage on behalf of the respective Note Obligor a German notary public for the execution or certification of any documents required in notarial or notarially certified form;
(c) each German Secured Party hereby ratifies and approves all acts done by the Collateral Trustee on such German Secured Party’s behalf before execution of this Agreement, or the relevant German Secured Party’s accession to this Agreement, as the case may be, including for the avoidance of doubt, the declarations made by the Collateral Trustee 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 any German Secured Party in...
German Security Documents. Each Secured Party (other than the Collateral Agent) hereby appoints the Collateral Agent as trustee (Treuhänder) and administrator for the purpose of accepting and administering the German Security Documents for and on behalf of the Secured Parties and the Collateral Agent hereby accepts such appointment on the terms and subject to the conditions set out in this Section 10.5. The Collateral Agent shall (i) in case of non-accessory (nicht akzessorische) security rights created under the German Security Documents, hold and administer and, as the case may be, enforce such Liens and/or Collateral in its own name, but as trustee (Treuhänder) for the account of the Secured Parties; and (ii) in case of accessory (akzessorische) security rights created by way of pledge or other accessory instruments under the German Security Documents, administer and, as the case may be, enforce any and all Liens and/or Collateral as agent in the name of, and for and on behalf of, the Secured Parties, or in its own name in respect of any Collateral Agent Parallel Debt Claim for the account of the Secured Parties. Each Secured Party (other than the Collateral Agent) hereby authorizes the Collateral Agent (whether or not by or through employees or agents)
(i) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Collateral Agent under the German Security Documents together with such powers and discretions as are reasonably incidental thereto, and (ii) to take such action on its behalf as may from time to time be authorized under or in connection with the German Security Documents. By accepting the benefits of the Liens and/or Collateral, each Person to whom a Secured Obligation is owed shall be deemed to have appointed the Collateral Agent as its agent and agreed to be bound by the German Security Documents as a Secured Party. With respect to the German Security Documents and the Collateral granted under any such German Security Document, each Secured Party (other than the Collateral Agent) (including any future Lender or future other Secured Party) upon becoming a party to the Loan Documents) hereby authorizes the Collateral Agent (whether or not by or through employees or agents) to execute for and on its behalf any and all German Security Documents to which it is a party and to accept as its attorney-in-fact (Stellvertreter) any pledge or other creation of any accessory right made to any such Lender (and, if applicable, ...
German Security Documents. The Pledges as to Equipment and Inventory and the Assignment of Accounts Receivable dated December 28, 1995 and June 23, 1998, by SO OHG in favor of the DM Fronting Bank, as agent for the Administrative Agent and for the benefit of the Lenders, with respect to all of the equipment, inventory and accounts receivable of SO OHG, as amended and in effect from time to time, the German Mortgage, and the German Pledge Agreements.
German Security Documents. (a) On the Initial Borrowing Date, each of the German Subsidiaries (including the German Borrowers) shall have duly authorized, executed and delivered a Security Agreement in substantially the form of Exhibit K (the "German Security Agreement") together with:
(i) evidence of the completion of all other recordings and filings of, or with respect to, the German Security Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the security interests intended to be created by the German Security Agreement including, without limitation, the delivery of the German Security Agreement; and
(ii) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the German Security Agreement have been taken.
(b) On the Initial Borrowing Date, the Pledgors (as defined in the German Pledge Agreement referred to below) shall have duly authorized, executed and delivered a Pledge Agreement in the form of Exhibit L (the "German Pledge Agreement").
German Security Documents. In relation to the German Security Documents the following additional provisions shall apply:
(a) The Security Trustee shall:
(i) hold and administer any German Security which is security assigned (Si-cherungseigentum/Sicherungsabtretung) or otherwise transferred under an non-accessory security right (nicht akzessorische Sicherheit) to it as trustee (Treuhänder) for the benefit of the Creditors;
(ii) hold and administer any German Security which is pledged (Verpfändung) or otherwise transferred to it under an accessory security right (akzessorische Si-cherheit) and secures the Parallel Debt as trustee (Treuhänder) for the benefit of the Creditors.
(b) Each of the Creditors hereby authorises the Security Trustee (whether or not by or through employees or agents):
(i) to exercise such rights, remedies, powers and discretions as are specifically delegated to or conferred upon the Security Trustee by the German Security Documents together with such powers and discretions as are reasonably incidental thereto;
(ii) to take such action on its behalf as may from time to time be authorised under or in accordance with the German Security Documents; and
(iii) unless the Security Trustee receives pledges or other accessory rights which secure the Parallel Debt, to accept as its representative (Stellvertreter) any pledge or other creation of any accessory right made to such Creditor in relation to the Credit Documents. The Security Trustee shall be exempted from the restrictions of Section 181 of the German Civil Code.
(c) None of the Creditors shall have any independent power to enforce any of the 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 German Security Documents or otherwise have direct recourse to the security constituted by any of the German Security Documents except through the Security Trustee.
German Security Documents. Such documents, each in form and substance satisfactory to each Lender, duly executed and delivered by FiberTech, as any Lender shall have requested in order to create first priority Liens (or to confirm the Liens created or confirmed pursuant to the Existing Credit Agreement) in favor of the Administrative Agent and the Lenders in all of the assets of FiberTech located, or arising out of its operations conducted, in Neunkirchen, Germany.
