German Security Sample Clauses
The German Security clause establishes the terms under which a party provides security interests or collateral in accordance with German law. Typically, this clause outlines the types of assets that can be pledged, the procedures for perfecting security interests, and the rights and obligations of both the secured party and the security provider. For example, it may specify the use of a security transfer of ownership or a pledge over shares or receivables. The core function of this clause is to ensure that the lender or secured party has enforceable rights over specified assets in the event of default, thereby reducing credit risk and providing legal certainty in cross-border or German-based transactions.
German Security. (a) For the purposes of any German Security (where “German Security” means any security interest created under the Collateral Documents governed by German law) in addition to the provision set out in this Section 9 above, the specific provisions set out in paragraphs (b) to (g) of this Section 9.11 shall be applicable. In the case of any inconsistency, the provisions set out in paragraphs (b) to (g) of this Section 9.11 shall prevail. The provisions set out in paragraph (b) to (g) of this Section 9.11 shall not constitute a trust pursuant to the laws of the State of New York but a fiduciary relationship (Treuhand) within the meaning of German law.
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 re...
German Security. 4.1. The Company hereby assigns and transfers by way of security (Sicherungsabtretung) to the Agent for the benefit of the Secured Parties all present and future rights (including non-ancillary (selbständige) and ancillary (unselbständige) rights to determine the legal relationship (Gestaltungsrechte), including termination rights (Kündigungsrechte)), claims and interests of the Company:
(a) in and to all present and future German Receivables (including, for the avoidance of doubt, all Related Security and other Affected Assets sold and assigned to the Company under the relevant Purchase and Sale Agreements); and
(b) against each German Originator pursuant to or in connection with the German Purchase and Sale Agreement and any transaction or operation contemplated thereby; (collectively, the “German Security” and the assets, rights, claims and interests of the Company therein, the “German Security Assets”).
4.2. The Agent hereby accepts the assignment and the transfer of the German Security hereunder.
4.3. To the extent that the German Security is in existence on the date of this Agreement, the German Security shall pass over to the Agent on execution of this Agreement, and any future German Security shall directly pass over to the Agent at the date such German Security arises.
4.4. To the extent that title to any of the German Security Assets cannot be transferred by mere agreement between the Company and the Agent as effected in Clauses 4.1 to 4.4, the Company and the Agent agree that:
(a) any transfer of possession (Übergabe) necessary to transfer title in or to any German Security Assets, in particular, in relation to cheques or bills of exchange is hereby replaced by the Company holding such instruments of debt or other movables in custody for the Agent free of charge (unentgeltliche Verwahrung) or, insofar as the Company has no direct possession (unmittelbaren Besitz) of any German Security Assets, by the Company assigning hereby to the Agent all claims for return against the relevant persons who are in actual possession of such instrument or movable and, as the case may be, all other persons having indirect possession (mittelbaren Besitz) of such German Security Assets;
(b) any notice to be given in order to effect transfer of title in or to the German Security Assets shall immediately be given by the Company in such form as the Agent requires and the Company hereby agrees that if it fails to give such notice, the Agent is hereby irrevocably authori...
German Security. (a) Each of the Secured Parties (other than the Security Agent) hereby appoints the Security Agent as trustee (Treuhänder) and administrator for the purpose of accepting and administering the German Security Documents for and on behalf of the other Secured Parties. The Security Agent shall hold and administer any German Security Documents as trustee (treuhänderisch) for the benefit of the Secured Parties.
(b) Each Secured Party hereby authorises the Security 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 Security Agent under 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 connection with the German Security Documents.
(c) Each of the Secured Parties hereby relieves the Security Agent from the restrictions of self-dealing pursuant to Section 181 of the German Civil Code (Bürgerliches Gesetzbuch) or any other applicable restrictions of self-dealing pursuant to any other applicable law, in each case to the extent legally possible, to perform its duties and obligations as Security Agent hereunder. The Security Agent shall have the authority to sub-delegate the power granted hereunder in accordance with this Agreement and to grant an exemption from the restrictions imposed by such code provision to any sub-delegate.
German Security. 34.23.1 Regarding all Transaction Security established under German law (the "GERMAN SECURITY") the Security Trustee shall:
(a) hold and administer any German Security which is security assigned (SICHERUNGSEIGENTUM/SICHERUNGSABTRETUNG) or otherwise transferred under a non-accessory security right (NICHT AKZESSORISCHE SICHERHEIT) to it as trustee (TREUHANDER) for the benefit of the Beneficiaries; and
(b) administer any German Security which is pledged (VERPFANDUNG) or otherwise transferred to any Beneficiary under an accessory security right (AKZESSORISCHE SICHERHEIT).
German Security. 124 Section 10.12 Parallel Debt (Covenant to pay the Administrative Agent)...................................125 Section 10.13 French Law Parallel Debt (Covenant to pay the Administrative Agent)........................125 ARTICLE XI
German Security. German pledges over the shares of the companies listed at (z) to (ee) Inclusive in paragraph 3.6.6 of this Memorandum.
German Security