TRANSACTION SECURITY exempelklausuler

TRANSACTION SECURITY. 11.1 As continuing Security for the due and punctual fulfilment of the Secured Obligations, the Issuer grants the Transaction Security to the Secured Parties as represented by the Agent. However, the Transaction Security in respect of the shares in Bong GmbH is granted directly to the Agent for the Parallel Debt. The Transaction Security in respect of the Escrow Account shall be granted on or before the First Issue Date and all other Transaction Security shall be granted on or about the Refinancing Date. The Transaction Security shall be provided and (as applicable) perfected pursuant to, and subject to the terms of, the Security Documents entered into or to be entered into between the Issuer and the Agent, acting on behalf of the Secured Parties. The Agent shall hold the Transaction Security on behalf of the Secured Parties in accordance with the Security Documents. 11.2 The Agent shall, on behalf of the Secured Parties, keep all certificates and other documents that are bearers of rights relating to the Transaction Security in safe custody. 11.3 Unless and until the Agent has received instructions from the Noteholders in accordance with Clause 17 (Decisions by Noteholders), the Agent shall (without first having to obtain the Noteholders’ consent) be entitled to enter into agreements with the Issuer or a third party or take any other actions, if it is, in the Agent’s opinion, necessary for the purpose of maintaining, altering, releasing or enforcing the Transaction Security, creating further Security for the benefit of the Secured Parties or for the purpose of settling the Noteholders’ or the Issuer’s rights to the Transaction Security, in each case in accordance with the terms of the Finance Documents. 11.4 For the purpose of exercising the rights of the Secured Parties, the Agent may instruct the CSD in the name and on behalf of the Issuer to arrange for payments to the Secured Parties under the Finance Documents and change the bank account registered with the CSD and from which payments under the Notes are made to another bank account. The Issuer shall immediately upon request by the Agent provide it with any such documents, including a written power of attorney (in form and substance satisfactory to the Agent and the CSD), that the Agent deems necessary for the purpose of exercising its rights and/or carrying out its duties under this Clause 11.4. 11.5 The Agent shall be entitled to release all Transaction Security upon the full discharge of the Secur...