Common use of German Security Clause in Contracts

German Security. (a) Notwithstanding anything to the contrary contained in this Agreement, with respect to the German Security and the German Security Documents, the terms and provisions of this Section 12.13 shall control and be binding. (b) With respect to the German Security and the German Security Documents, the Collateral Agent will: (i) hold and administer any German Security which is assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht akzessorische Sicherheit) to it as trustee (Treuhänder) for the benefit of the Lenders; and (ii) administer any German Security which is pledged (Verpfändung) or otherwise transferred to a Lender under an accessory security right (akzessorische Sicherheit) as agent. (c) With respect to the German Security and the German Security Documents, each Lender 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 by this Agreement and 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 authorized under or in accordance with this Agreement and the German Security Documents; and (iii) to execute for and on its behalf any and all German Security Documents to which it is a party and to accept as its representative (Stellvertreter) any pledge or other creation of any accessory right made to any such Lender in relation to this Agreement. (d) Each Lender, the Collateral Agent and each Borrower acknowledge and agree that the Collateral Agent will be exempted from the restrictions of Section 181 of the German Civil Code and may delegate its power (including the release from the restrictions of Section 181 of the German Civil Code) by way of granting a substitute power of attorney. (e) Sections 12.13 (c)(i), (ii) and (iii) and 12.13 (d) above shall be governed by German law except for the German conflict of law rules. The non-exclusive place of jurisdiction to settle any disputes which arise out of, or are connected to, Section 12.14 shall be Frankfurt am Main, Germany. (f) The Collateral Agent may take such action (including, without limitation, the exercise of all rights, discretions or powers and the granting of consents or releases or the engagement of a notary for execution of any documents required in notarial form) or, as the case may be, refrain from taking such action under or pursuant to the German Security Documents as the Lenders will specifically direct the Collateral Agent in writing from time to time. (g) Unless the Collateral Agent has been so directed by the Required Lenders, the Collateral Agent will not take any action under the German Security Documents; provided that it may (but is not be obliged to) take such action as permitted under the German Security Documents as it reasonably considers necessary or appropriate to protect the interests of the Secured Parties under the German Security Documents but the Credit Parties will not be concerned with whether the Collateral Agent will be acting in accordance with these provisions and will be conclusively entitled to assume that the Collateral Agent has all the necessary right, title and authority to do so.

German Security. (a) Notwithstanding anything to the contrary contained in this Agreement, with respect to the German Security and the German Security Documents, the terms and provisions of this Section 12.13 shall control and be binding. (b) With respect to the German Security and the German Security Documents, the Collateral The Administrative Agent willshall: (i) hold and administer any German Security which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-non accessory security right (nicht akzessorische Sicherheit) to it as trustee (Treuhändertreuhanderisch) for the benefit of the LendersSecured Parties; and (ii) administer any German Security which is pledged (VerpfändungVerpfandung) or otherwise transferred to a Lender any Secured Party under an accessory security right (akzessorische Sicherheit) as agent). (cb) With respect to the German Security and the German Security Documents, each Lender Each Secured Party hereby authorizes the Collateral Administrative 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 by this Agreement and 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 authorized under or in accordance with this Agreement and the German Security Documents; and (iii) to execute for and on its behalf any and all German Security Documents to which it is a party and to accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right made to any such Lender Secured Party in relation to this Agreementthe Credit Agreement and to agree as its representative (Stellvertreter) to amendments and alternations to any security document which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release of such security. (dc) Each Lender, Loan Party and the Collateral Secured Parties hereby relieves the Administrative Agent and each Borrower acknowledge and agree that the Collateral Agent will be exempted from the restrictions of self dealing pursuant to Section 181 of the German Civil Code (Burgerliches Gesetzbuch) to perform its duties and may delegate its power obligations as Administrative Agent hereunder. (d) Each Secured Party hereby ratifies and approves all acts and declarations previously done by the Administrative Agent on such Secured Party's behalf (including for the release from avoidance of doubt the restrictions of Section 181 of declarations made by the German Civil Code) by way of granting a substitute Administrative Agent as representative without power of attorneyattorney (Vertreter ohne Vertretungsmacht) in relation to the creation of any pledge (Pfandrecht) on behalf and for the benefit of any Secured Party). (e) Sections 12.13 (c)(i), (ii) and (iii) and 12.13 (d) above The Secured Parties shall be governed by German law except for the German conflict of law rules. The non-exclusive place of jurisdiction not have any independent power to settle any disputes which arise out ofenforce, or are connected have recourse to, Section 12.14 shall be Frankfurt am Main, Germany. (f) The Collateral Agent may take such action (including, without limitation, the exercise any of all rights, discretions or powers and the granting of consents or releases or the engagement of a notary for execution of any documents required in notarial form) or, as the case may be, refrain from taking such action under or pursuant to the German Security Documents as the Lenders will specifically direct the Collateral Agent in writing from time or to time. (g) Unless the Collateral Agent has been so directed by the Required Lenders, the Collateral Agent will not take exercise any action under the German Security Documents; provided that it may (but is not be obliged to) take such action as permitted rights or powers arising under the German Security Documents as it reasonably considers necessary or appropriate to protect except through the interests of the Secured Parties under the German Security Documents but the Credit Parties will not be concerned with whether the Collateral Agent will be acting in accordance with these provisions and will be conclusively entitled to assume that the Collateral Agent has all the necessary right, title and authority to do soAdministrative Agent.

German Security. (a) Notwithstanding anything to the contrary contained in this Agreement, with respect to the German Security and the German Security Documents, the terms and provisions of this Section 12.13 10.27 shall control and be binding. (b) With respect to the German Security and the German Security Documents, the Collateral Administrative Agent will: (i) hold and administer any German Security which is assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht akzessorische Sicherheit) to it as trustee (Treuhänder) for the benefit of the Lenders; and (ii) administer any German Security which is pledged (Verpfändung) or otherwise transferred to a Lender under an accessory security right (akzessorische Sicherheit) as agent. (c) With respect to the German Security and the German Security Documents, each Lender hereby authorizes the Collateral Administrative 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 Administrative Agent by this Agreement and 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 authorized under or in accordance with this Agreement and the German Security Documents; and (iii) to execute for and on its behalf any and all German Security Documents to which it is a party and to accept as its representative (Stellvertreter) any pledge or other creation of any accessory right made to any such Lender in relation to this Agreement. (d) Each LenderSecured Party, the Collateral Administrative Agent and each the Borrower acknowledge and agree that the Collateral Administrative Agent will will, to the extent applicable, be exempted from the restrictions of Section 181 of the German Civil Code and may may, to that extent, delegate its power (including the release from the restrictions of Section 181 of the German Civil Code) by way of granting a substitute power of attorney. (e) Sections 12.13 (c)(i), (ii) and (iii) and 12.13 (d) above shall be governed by German law except for the German conflict of law rules. The non-exclusive place of jurisdiction to settle any disputes which arise out of, or are connected to, Section 12.14 shall be Frankfurt am Main, Germany. (f) The Collateral Administrative Agent may take such action (including, without limitation, the exercise of all rights, discretions or powers and the granting of consents or releases or the engagement of a notary for execution of any documents required in notarial form) or, as the case may be, refrain from taking such action under or pursuant to the German Security Documents as the Lenders will specifically direct the Collateral Administrative Agent in writing from time to time. (gf) Unless the Collateral Administrative Agent has been so directed by the Required Lenders, the Collateral Administrative Agent will not take any action under the German Security Documents; provided that it may (but is not be obliged obligated to) take such action as permitted under the German Security Documents as it reasonably considers necessary or appropriate to protect the interests of the Secured Parties Lenders under the German Security Documents but the Credit Parties Borrowers will not be concerned with whether the Collateral Administrative Agent will be acting in accordance with these provisions and will be conclusively entitled to assume that the Collateral Administrative Agent has all the necessary right, title and authority to do so. (g) Each Lender hereby ratifies (genehmigt) any and all declarations and actions already given, delivered and/or taken on its behalf by the Administrative Agent (or any of its attorneys) under any German Security Document (in particular under that certain German law share pledge agreement of June 29, 2017, deed no. 101/2017 P of notary Dx. Xxxx Xxxxxxxx with office in Frankfurt), or otherwise in connection with the perfection of German Security.

German Security. (a) Notwithstanding anything to the contrary contained in this Agreement, with respect to the German Security and the German Security Documents, the terms and provisions of this Section 12.13 shall control and be binding. (b) With respect to the German Security and the German Security Documents, the Collateral Agent will: (i) hold and administer any German Security which is assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) under a non-accessory security right (nicht akzessorische Sicherheit) to it as trustee (Treuhänder) for the benefit of the Lenders; and (ii) administer any German Security which is pledged (Verpfändung) or otherwise transferred to a Lender under an accessory security right (akzessorische Sicherheit) as agent. (c) With respect to the German Security and the German Security Documents, each Lender 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 by this Agreement and 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 authorized under or in accordance with this Agreement and the German Security Documents; and (iii) to execute for and on its behalf any and all German Security Documents to which it is a party and to accept as its representative (Stellvertreter) any pledge or other creation of any accessory right made to any such Lender in relation to this Agreement. (d) Each Lender, the Collateral Agent and each Borrower acknowledge and agree that the Collateral Agent will be exempted from the restrictions of Section 181 of the German Civil Code and may delegate its power (including the release from the restrictions of Section 181 of the German Civil Code) by way of granting a substitute power of attorney. (e) Sections 12.13 (c)(i12.13(c)(i), (ii) and (iii) and 12.13 (d12.13(d) above shall be governed by German law except for the German conflict of law rules. The non-exclusive place of jurisdiction to settle any disputes which arise out of, or are connected to, Section 12.14 shall be Frankfurt am Main, Germany. (f) The Collateral Agent may take such action (including, without limitation, the exercise of all rights, discretions or powers and the granting of consents or releases or the engagement of a notary for execution of any documents required in notarial form) or, as the case may be, refrain from taking such action under or pursuant to the German Security Documents as the Lenders will specifically direct the Collateral Agent in writing from time to time. (g) Unless the Collateral Agent has been so directed by the Required Lenders, the Collateral Agent will not take any action under the German Security Documents; provided that it may (but is not be obliged to) take such action as permitted under the German Security Documents as it reasonably considers necessary or appropriate to protect the interests of the Secured Parties under the German Security Documents but the Credit Parties will not be concerned with whether the Collateral Agent will be acting in accordance with these provisions and will be conclusively entitled to assume that the Collateral Agent has all the necessary right, title and authority to do so.

German Security. (a) Notwithstanding anything to the contrary contained in this Agreement, with respect to the German Security and the German Security Documents, the terms and provisions of this Section 12.13 The Agent shall control and be binding. (b) With respect to the German Security and the German Security Documents, the Collateral Agent will: (i) hold and administer any security created under the Collateral Documents and governed by German Security law which is security assigned or otherwise transferred (Sicherungseigentum/Sicherungsabtretung) or otherwise transferred under a non-accessory security right (nicht nicht-akzessorische Sicherheit) to it as trustee (Treuhändertreuhänderisch) for the benefit of the LendersSecured Parties; and and (ii) administer any security created under the Collateral Documents and governed by German Security law which is pledged (Verpfändung) or otherwise transferred to a Lender any Secured Party under an accessory security right (akzessorische Sicherheit) as agent. . Each Secured Party (cother than the Agent) With respect to the German Security and the German Security Documents, each Lender 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 Agent under the Collateral Agent by this Agreement and 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 authorized under or in accordance with this Agreement and the German Security Collateral Documents; and and (iii) to execute for accept and on its behalf any and all German Security Documents to which it is a party and to accept enter into as its representative attorney (Stellvertreter) any pledge or other creation of any accessory security right granted in favour of such Secured Party in connection with the Loan Documents under German law and to agree to and execute on its behalf as its attorney (Stellvertreter) any amendments, confirmations and/or alterations to any Collateral Document governed by German law which creates a pledge or any other accessory security right (akzessorische Sicherheit) including the release or confirmation of release of such security. Each of the Secured Parties (other than the Agent) hereby relieves the Agent from the restrictions pursuant to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) and similar restrictions applicable to it pursuant to any other applicable law, in each case to the extent legally possible to such Secured Party. A Secured Party which is barred by its constitutional documents or by-laws from granting such exemption shall notify the Agent accordingly. Each Secured Party (other than the Agent) hereby ratifies and approves all acts and declarations previously done by the Agent on such Secured Party’s behalf (including for the avoidance of doubt any declarations made by the 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 any Secured Party as future pledgee or otherwise). Each of the Secured Parties (other than the Agent) hereby authorizes the Agent to (sub-)delegate any powers granted to it under this Section 8.1 to any attorney it may elect in its discretion and to xxxxx xxxxxx of attorney to any such Lender attorney (including the exemption from self-dealing and representing several persons (in relation to this Agreement. (d) Each Lender, the Collateral Agent and each Borrower acknowledge and agree that the Collateral Agent will be exempted particular from the restrictions of Section 181 of the German Civil Code and may delegate its power (including the release from the restrictions of Section 181 of the German Civil CodeBürgerliches Gesetzbuch) by way of granting a substitute power of attorney. (e) Sections 12.13 (c)(i), (ii) and (iii) and 12.13 (d) above shall be governed by German law except for the German conflict of law rules. The non-exclusive place of jurisdiction to settle any disputes which arise out of, or are connected to, Section 12.14 shall be Frankfurt am Main, Germany. (f) The Collateral Agent may take such action (including, without limitation, the exercise of all rights, discretions or powers and the granting of consents or releases or the engagement of a notary for execution of any documents required in notarial form) or, as the each case may be, refrain from taking such action under or pursuant to the German Security Documents as the Lenders will specifically direct the Collateral Agent in writing from time to timeextent legally possible)). (g) Unless the Collateral Agent has been so directed by the Required Lenders, the Collateral Agent will not take any action under the German Security Documents; provided that it may (but is not be obliged to) take such action as permitted under the German Security Documents as it reasonably considers necessary or appropriate to protect the interests of the Secured Parties under the German Security Documents but the Credit Parties will not be concerned with whether the Collateral Agent will be acting in accordance with these provisions and will be conclusively entitled to assume that the Collateral Agent has all the necessary right, title and authority to do so.