Common use of REALISATION OF THE PLEDGES Clause in Contracts

REALISATION OF THE PLEDGES. 6.1 Provided that an Enforcement Event has occurred and is continuing, the Pledgee acting on behalf of each Finance Party shall be entitled to realise (verwerten) the Pledges in accordance with this Clause 6 at any time after the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code are met (Pfandreife), in particular, if any of the Secured Obligations has become due and payable (fällig). 6.2 The realisation (Verwertung) of the Pledges (or any part thereof) shall not require a prior court ruling or any other enforceable title (vollstreckbarer Titel). Section 1277 BGB (Bürgerliches Gesetzbuch, German Civil Code) is, thus, excluded. 6.3 The Pledgee shall be entitled to realise the Pledges - either in whole or in part - in any legally permissible manner. 6.4 The Pledgee shall give the Pledgor at least 7 days prior written notice (Androhung) of the intention to realise any of the Pledges. Provided that an Enforcement Event is continuing, such notification is not necessary if there is reason to believe that the observance of the notice period will adversely affect the security interests of the Pledgee. Such notification shall in particular not be required, if: (a) the Pledgor or any other Relevant Person ceases to make payments to third parties generally (“Zahlungseinstellung”) or the equivalent where an Obligor is not a German incorporated company; (b) the Pledgor or any other Relevant Person is unable or has admitted inability to pay its debts as they fall due, has suspended making payments on any of its debts, has liabilities (taking into account contingent and prospective liabilities, other than contingent liabilities under the Finance Documents) greater than the value of its assets or has indebtedness in respect of which a moratorium is declared; (c) the Pledgor or any other Relevant Person files an application for the institution of insolvency proceedings or similar proceedings over its assets or becomes obligated to make such filing under any law applicable to the Pledgor or other Relevant Person; (d) any third party files an application for the institution of insolvency proceedings or similar proceedings over the assets of the Pledgor or any other Relevant Person, provided such application is not obviously abusive (offensichtlich missbräulich); or (e) a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency administrator (Insolvenzverwalter) or any similar kind of receiver, liquidator or administrator has been appointed over the assets of the Pledgor or any other Relevant Person. 6.5 The notice pursuant to the first sentence of Clause 6.4 may be given to the Pledgor at the same time any notice of acceleration in relation to any of the Secured Obligations is given to the Pledgor. 6.6 If the Pledgee decides not to enforce the Pledges over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of the Pledges shall be realised. 6.7 Following the realisation of all or part of the Pledges, the net proceeds (net proceeds shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations in accordance with clause 31 (Application of proceeds) of the Facilities Agreement.

REALISATION OF THE PLEDGES. 6.1 Provided that 5.1 The Pledges shall become enforceable if an Enforcement Event has occurred and of Default is continuing, the Pledgee acting on behalf of each Finance Party shall be entitled to realise (verwerten) the Pledges in accordance with this Clause 6 at any time after unremedied and unwaived, the requirements set forth in Sections Section 1273 para para. 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife)) and the Collateral Agent, in particular, if any acting on behalf of the Secured Obligations has Pledgees, gives notice to the Pledgor that the Pledges in question are enforceable. After the Pledges have become due and payable (fällig)enforceable, the Collateral Agent may in its absolute discretion enforce all or any part of these Pledges in any manner it sees fit. 6.2 5.2 The realisation (Verwertung) realization of the Pledges (or any part thereof) shall not require a prior court ruling or any other enforceable title (vollstreckbarer Titel). Section 1277 BGB of the German Civil Code (Bürgerliches Gesetzbuch, German Civil Code) is, thus, is thus excluded. 6.3 5.3 The Pledgee Collateral Agent, acting on behalf of the Pledgees, shall be entitled to realise realize the Pledges - either in whole or in part - in any legally permissible manner.. ABL Loan: Account Pledge Agreement 6.4 5.4 The Pledgee Collateral Agent shall give the Pledgor at least 7 days 10 (ten) Business Days prior written notice (Androhung) of the intention to realise realize any of the PledgesPledges (the “Realization Notice”). Provided that an Enforcement Event is continuing, such notification Such Realization Notice is not necessary if there is reason to believe that the observance of the notice period will have a materially adversely affect the security interests of the PledgeePledgees. Such notification Realization Notice shall in particular not be required, if: (a) 5.4.1 the Pledgor or any other Relevant Person ceases to make payments to third parties generally (“Zahlungseinstellung”) or within the equivalent where an Obligor is not a meaning of Section 17 (2), Sentence 2 of the German incorporated companyInsolvency Regulation, Insolvenzordnung); (b) 5.4.2 the Pledgor becomes over-indebted (within the meaning of Section 19 of the German Insolvency Regulation), or any other Relevant Person is unable or has admitted inability to pay its debts as they fall due, has suspended making payments on any illiquid (within the meaning of its debts, has liabilities (taking into account contingent and prospective liabilities, other than contingent liabilities under Section 17 of the Finance Documents) greater than the value of its assets or has indebtedness in respect of which a moratorium is declaredGerman Insolvency Regulation); (c) 5.4.3 the Pledgor or any other Relevant Person files an application for the institution of insolvency proceedings or similar proceedings over its assets or becomes obligated to make such filing under any law applicable to the Pledgor or other Relevant Personassets; (d) 5.4.4 any third party files an application for the institution of insolvency proceedings or similar proceedings over the assets of the Pledgor or any other Relevant PersonPledgor, provided such application is not obviously abusive (offensichtlich missbräulich)unfounded; or (e) 5.4.5 a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency administrator (Insolvenzverwalter) or any similar kind of receiver, liquidator or administrator has been appointed over the assets of the Pledgor or any other Relevant Person. 6.5 The notice pursuant to the first sentence of Clause 6.4 may be given to the Pledgor at the same time any notice of acceleration in relation to any of the Secured Obligations is given to the Pledgor. 6.6 5.5 If the Pledgee Collateral Agent, acting on behalf of the Pledgees, decides not to enforce the Pledges over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of the Pledges Accounts shall be realisedrealized. 6.7 5.6 The Collateral Agent, acting on behalf of the Pledgees, may take all measures and enter into all agreements with the Account Banks or any third-party creditor which it considers necessary or expedient in connection with the realization of the balances on the Accounts, taking into account the legitimate interests of the Pledgor. In particular, the Collateral Agent may, on behalf of the Pledgor, declare the termination of time deposits or similar contractual arrangements made in respect of the Accounts. 5.7 For the purpose of realizing the balances on the Accounts, the Pledgor shall, upon the Collateral Agent’s request, acting on behalf of the Pledgees, promptly (unverzüglich) furnish the Collateral Agent with all documents of title and other ABL Loan: Account Pledge Agreement relevant documents held by the Pledgor, and shall, at its own expense, forthwith render all assistance which is necessary or expedient in respect of the realization of the balances on the Accounts. 5.8 Following the realisation realization of all or part of the Pledges, the net proceeds (net proceeds shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations in accordance with clause 31 (Application and the RPA Obligations. 5.9 With respect to the Original Pledgee 10, net proceeds from the realization of proceeds) any or all of the Facilities Pledges shall be distributed to the Original Pledgee 10 only to the extent such proceeds are generated from the realization of Pledges over Accounts that are subject to the Trust Agreement.

REALISATION OF THE PLEDGES. 6.1 Provided that 5.1 The Pledges shall become enforceable if an Enforcement Event has occurred and of Default is continuing, the Pledgee acting on behalf of each Finance Party shall be entitled to realise (verwerten) the Pledges in accordance with this Clause 6 at any time after unremedied and unwaived, the requirements set forth in Sections Section 1273 para para. 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife)) and the Collateral Agent, in particular, if any acting on behalf of the Secured Obligations has Pledgees, gives notice to the Pledgor that the Pledges in question are enforceable. After the Pledges have become due and payable (fällig)enforceable, the Collateral Agent may in its absolute discretion enforce all or any part of these Pledges in any manner it sees fit. 6.2 5.2 The realisation (Verwertung) realization of the Pledges (or any part thereof) shall not require a prior court ruling or any other enforceable title (vollstreckbarer Titel). Section 1277 BGB of the German Civil Code (Bürgerliches Gesetzbuch, German Civil Code) is, thus, is thus excluded. 6.3 5.3 The Pledgee Collateral Agent, acting on behalf of the Pledgees, shall be entitled to realise realize the Pledges - — either in whole or in part - — in any legally permissible manner. 6.4 5.4 The Pledgee Collateral Agent shall give the Pledgor at least 7 days 10 (ten) Business Days prior written notice (Androhung) of the intention to realise realize any of the PledgesPledges (the “Realization Notice”). Provided that an Enforcement Event is continuing, such notification Such Realization Notice is not necessary if there is reason to believe that the observance of the notice period will have a materially adversely affect the security interests of the PledgeePledgees. Such notification Realization Notice shall in particular not be required, if: (a) 5.4.1 the Pledgor or any other Relevant Person ceases to make payments to third parties generally (“Zahlungseinstellung”) or within the equivalent where an Obligor is not a German incorporated companymeaning of Section 190 para. 1 no. 2 of the Swiss Debt Collection and Bankruptcy Act); ABL Loan: Account Pledge Agreement 5.4.2 the Pledgor becomes over-indebted within the meaning of Section 725 para 2 of the Swiss Code of Obligations; (b) 5.4.3 the Pledgor or any other Relevant Person is unable or has admitted inability to pay its debts as they fall due, has suspended making payments on any of its debts, has liabilities (taking into account contingent and prospective liabilities, other than contingent liabilities under the Finance Documents) greater than the value of its assets or has indebtedness in respect of which a moratorium is declared; (c) the Pledgor or any other Relevant Person files an application for the institution of insolvency proceedings or similar proceedings over its assets or becomes obligated to make such filing under any law applicable to the Pledgor or other Relevant Personassets; (d) 5.4.4 any third party files an application for the institution of insolvency proceedings or similar proceedings over the assets of the Pledgor or any other Relevant PersonPledgor, provided such application is not obviously abusive (offensichtlich missbräulich)unfounded; or (e) 5.4.5 a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency administrator (Insolvenzverwalter) or any similar kind of receiver, liquidator or administrator has been appointed over the assets of the Pledgor or any other Relevant Person. 6.5 The notice pursuant to the first sentence of Clause 6.4 may be given to the Pledgor at the same time any notice of acceleration in relation to any of the Secured Obligations is given to the Pledgor. 6.6 5.5 If the Pledgee Collateral Agent, acting on behalf of the Pledgees, decides not to enforce the Pledges over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of the Pledges Accounts shall be realisedrealized. 6.7 5.6 The Collateral Agent, acting on behalf of the Pledgees, may take all measures and enter into all agreements with the Account Banks or any third-party creditor which it considers necessary or expedient in connection with the realization of the balances on the Accounts, taking into account the legitimate interests of the Pledgor. In particular, the Collateral Agent may, on behalf of the Pledgor, declare the termination of time deposits or similar contractual arrangements made in respect of the Accounts. 5.7 For the purpose of realizing the balances on the Accounts, the Pledgor shall, upon the Collateral Agent’s request, acting on behalf of the Pledgees, promptly (unverzüglich) furnish the Collateral Agent with all documents of title and other relevant documents held by the Pledgor, and shall, at its own expense, forthwith render all assistance which is necessary or expedient in respect of the realization of the balances on the Accounts. 5.8 Following the realisation realization of all or part of the Pledges, the net proceeds (net proceeds shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations in accordance with clause 31 (Application of proceeds) of the Facilities Obligations. ABL Loan: Account Pledge Agreement.

REALISATION OF THE PLEDGES. 6.1 Provided that 5.1 The Pledges shall become enforceable if an Enforcement Event has occurred and of Default is continuing, the Pledgee acting on behalf of each Finance Party shall be entitled to realise (verwerten) the Pledges in accordance with this Clause 6 at any time after unremedied and unwaived, the requirements set forth in Sections Section 1273 para para. 2, 1204 et seq. of the German Civil Code with regard to the enforcement of any of the Pledges are met (Pfandreife)) and the Collateral Agent, in particular, if any acting on behalf of the Secured Obligations has Pledgees, gives notice to the Pledgor that the Pledges in question are enforceable. After the Pledges have become due and payable (fällig).enforceable, the Collateral Agent may in its absolute discretion enforce all or any part of these Pledges in any manner it sees fit. Term Loan: Account Pledge Agreement 6.2 5.2 The realisation (Verwertung) realization of the Pledges (or any part thereof) shall not require a prior court ruling or any other enforceable title (vollstreckbarer Titel). Section 1277 BGB of the German Civil Code (Bürgerliches Gesetzbuch, German Civil Code) is, thus, is thus excluded. 6.3 5.3 The Pledgee Collateral Agent, acting on behalf of the Pledgees, shall be entitled to realise realize the Pledges - — either in whole or in part - — in any legally permissible manner. 6.4 5.4 The Pledgee Collateral Agent shall give the Pledgor at least 7 days 10 (ten) Business Days prior written notice (Androhung) of the intention to realise realize any of the PledgesPledges (the “Realization Notice”). Provided that an Enforcement Event is continuing, such notification Such Realization Notice is not necessary if there is reason to believe that the observance of the notice period will have a materially adversely affect the security interests of the PledgeePledgees. Such notification Realization Notice shall in particular not be required, if: (a) 5.4.1 the Pledgor or any other Relevant Person ceases to make payments to third parties generally (“Zahlungseinstellung”) or within the equivalent where an Obligor is not a meaning of Section 17 (2), Sentence 2 of the German incorporated companyInsolvency Regulation, Insolvenzordnung); (b) 5.4.2 the Pledgor becomes over-indebted (within the meaning of Section 19 of the German Insolvency Regulation), or any other Relevant Person is unable or has admitted inability to pay its debts as they fall due, has suspended making payments on any illiquid (within the meaning of its debts, has liabilities (taking into account contingent and prospective liabilities, other than contingent liabilities under Section 17 of the Finance Documents) greater than the value of its assets or has indebtedness in respect of which a moratorium is declaredGerman Insolvency Regulation); (c) 5.4.3 the Pledgor or any other Relevant Person files an application for the institution of insolvency proceedings or similar proceedings over its assets or becomes obligated to make such filing under any law applicable to the Pledgor or other Relevant Personassets; (d) 5.4.4 any third party files an application for the institution of insolvency proceedings or similar proceedings over the assets of the Pledgor or any other Relevant PersonPledgor, provided such application is not obviously abusive (offensichtlich missbräulich)unfounded; or (e) 5.4.5 a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency administrator (Insolvenzverwalter) or any similar kind of receiver, liquidator or administrator has been appointed over the assets of the Pledgor or any other Relevant Person. 6.5 The notice pursuant to the first sentence of Clause 6.4 may be given to the Pledgor at the same time any notice of acceleration in relation to any of the Secured Obligations is given to the Pledgor. 6.6 5.5 If the Pledgee Collateral Agent, acting on behalf of the Pledgees, decides not to enforce the Pledges over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of the Pledges Accounts shall be realisedrealized. Term Loan: Account Pledge Agreement 5.6 The Collateral Agent, acting on behalf of the Pledgees, may take all measures and enter into all agreements with the Account Banks or any third-party creditor which it considers necessary or expedient in connection with the realization of the balances on the Accounts, taking into account the legitimate interests of the Pledgor. In particular, the Collateral Agent may, on behalf of the Pledgor, declare the termination of time deposits or similar contractual arrangements made in respect of the Accounts. 6.7 5.7 For the purpose of realizing the balances on the Accounts, the Pledgor shall, upon the Collateral Agent’s request, acting on behalf of the Pledgees, promptly (unverzüglich) furnish the Collateral Agent with all documents of title and other relevant documents held by the Pledgor, and shall, at its own expense, forthwith render all assistance which is necessary or expedient in respect of the realization of the balances on the Accounts. 5.8 Following the realisation realization of all or part of the Pledges, the net proceeds (net proceeds shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations in accordance with clause 31 (Application of proceeds) of the Facilities AgreementObligations.

REALISATION OF THE PLEDGES. 6.1 Provided that an Enforcement Event has occurred and is continuing, the Pledgee acting on behalf of each Finance Party shall be entitled to realise (verwerten) the Pledges in accordance with this Clause 6 at any time after the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code are met (Pfandreife), in particular, if any of the Secured Obligations has become due and payable (fällig). 6.2 The realisation (Verwertung) of the Pledges (or any part thereof) shall not require a prior court ruling or any other enforceable title (vollstreckbarer Titel). Section 1277 BGB (Bürgerliches Gesetzbuch, German Civil Code) is, thus, excluded. 6.3 The Pledgee shall be entitled to realise the Pledges - either in whole or in part - in any legally permissible manner. 6.4 The Pledgee shall give the Pledgor at least 7 days prior written notice (Androhung) of the intention to realise any of the Pledges. Provided that an Enforcement Event is continuing, such notification is not necessary if there is reason to believe that the observance of the notice period will adversely affect the security interests of the Pledgee. Such notification shall in particular not be required, if: (a) the Pledgor or any other Relevant Person ceases to make payments to third parties generally (“Zahlungseinstellung”) or the equivalent Zahlungseinstellung lent where an Obligor is not a German incorporated company; (b) the Pledgor or any other Relevant Person is unable or has admitted inability to pay its debts as they fall due, has suspended making payments on any of its debts, has liabilities (taking into account contingent and prospective liabilities, other than contingent liabilities under the Finance Documents) greater than the value of its assets or has indebtedness in respect of which a moratorium is declared; (c) the Pledgor or any other Relevant Person files an application for the institution of insolvency proceedings or similar proceedings over its assets or becomes obligated to make such filing under any law applicable to the Pledgor or other Relevant Person; (d) any third party files an application for the institution of insolvency proceedings or similar proceedings over the assets of the Pledgor or any other Relevant Person, provided such application is not obviously abusive (offensichtlich missbräulich); or (e) a preliminary insolvency administrator (vorläufiger Insolvenzverwalter) or an insolvency administrator (Insolvenzverwalter) or any similar kind of receiver, liquidator or administrator has been appointed over the assets of the Pledgor or any other Relevant Person. 6.5 The notice pursuant to the first sentence of Clause 6.4 may be given to the Pledgor at the same time any notice of acceleration in relation to any of the Secured Obligations is given to the Pledgor. 6.6 If the Pledgee decides not to enforce the Pledges over all of the Accounts, it shall be entitled to determine, in its sole discretion, which of the Pledges shall be realised. 6.7 Following the realisation of all or part of the Pledges, the net proceeds (net proceeds shall mean proceeds less any taxes and costs) shall be used to satisfy the Secured Obligations in accordance with clause 31 (Application of proceeds) of the Facilities Agreement.