Common use of German Security Clause in Contracts

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 authorised to give such notice on behalf of the Company but any notice may only be given upon the occurrence of an Event of Default; and (c) any other act or thing necessary or, in the opinion of the Agent, desirable (including any consent to be obtained or notification to be given or registration to be effected under any applicable law) to perfect a first priority security interest of the Agent for the benefit of the Secured Parties in the German Security shall be immediately done and effected by the Company upon occurrence of an Event of Default at its own cost.

German Security. 4.1. The (a) Notwithstanding any other provision in this Clause 3, the Company hereby assigns and transfers by way of security (Sicherungsabtretung, Sicherungsübereignung) as security for the Secured Obligations to the Agent for the benefit of the Secured Parties all present and future rights (in each case, including non-ancillary (selbständige) and ancillary (unselbständige) the rights to determine alter the legal relationship if any (Gestaltungsrechte), including termination rights (Kündigungsrechte)), claims and interests of the Company:): (ai) 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 transferred to the Company under the relevant Purchase German Receivables Transfer Agreement and Sale Agreements)all rights arising from such German Affected Assets; and (bii) against each all its claims and other rights arising from the Transaction Documents to the extent such Transaction Documents are governed by German Originator pursuant to or in connection with the German Purchase and Sale Agreement and any transaction or operation contemplated therebylaw; (collectivelytogether, the “German Security” and with the assets, rights, claims and interests rights of the Company therein, the “German Security Assets”). 4.2. (b) The Agent hereby accepts the assignment and the transfer of the German Security hereunder. 4.3. (c) To the extent that the German Security is Assets are not in existence or the Company does not have title to such German Security Assets on the date of this AgreementDeed, the German Security Assets shall pass over be transferred to the Agent pursuant to this Clause 3.4 on execution of this Agreement, and any future German Security shall directly pass over to the Agent at the date on which such German Security arisesAssets arise or title to such German Security Assets is transferred to the Company. 4.4. (d) 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 contemplated by Clauses 4.1 to 4.43.4(a) through 3.4(c), the Company and the Agent agree that: (ai) any transfer of possession (Übergabe) necessary to transfer title in or to any the 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 assets 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 AssetsAsset, by the Company hereby assigning hereby to the Agent all claims for return (Herausgabeansprüche) against the relevant persons who are in actual possession of such instrument or movable asset and, as the case may be, all other persons having indirect possession (mittelbaren Besitz) of such German Security Assets;Asset; and (bii) any other Instruments, other documents and other acts and things necessary or, in the opinion of the Agent, desirable to perfect a first priority Security Interest of the Agent in the German Security Assets shall be immediately executed or done by the Company upon request by the Agent. (e) Any notice to be given in order to effect transfer of title in or to connection with the German Security Assets Security, in particular its enforcement, shall immediately be given by the Company in such form as the Agent requires may require and if the Company hereby agrees that if it fails to give such notice, the Agent is hereby shall be irrevocably authorised to give such notice on behalf of the Company but any notice may only be given upon the occurrence of an Event of Default; and (c) any other act or thing necessary or, in the opinion of the Agent, desirable (including any consent to be obtained or notification to be given or registration to be effected under any applicable law) to perfect a first priority security interest of the Agent for the benefit of the Secured Parties in the German Security shall be immediately done and effected by the Company upon occurrence of an Event of Default at its own costTermination Event.