Pro-Rata Sharing 97
Originally published in a research paper titled "Value Investing: The use of historical financial statement information to separate winners from losers", the strategy hunts for the highest quality shares amongst a deep value basket. Piotroski developed the F-Score system after observing that: Their performance turns around. People become optimistic about the stock, and it really takes off. However half of the firms languish; continue to perform poorly and eventually delist or enter bankruptcy.
Investors should beware the low liquidity shares in this screen can be expensive to trade. Josef Lakonishok Momentum is a strategy that uses price and earnings momentum to identify undervalued companies just at the point when the market is starting to recognise them. It is inspired by detailed research by academic and fund manager Josef Lakonishok, who co-wrote the paper Contrarian Investment, Extrapolation, and Risk. The strategy combines value and momentum factors, including the price-to-earnings ratio, relative strength and earnings surprises.
Similarly, they overreact to stocks that have done very badly, oversell them, and these out-of-favour 'value' stocks become underpriced. This is a simple value approach that looks for companies with a market capitalisation that is less than their net current asset value. NCAV is the calculation of current assets minus current liabilities. You are right because your data and reasoning are right.
Ben Graham advocated buying stocks that, if they were to collapse tomorrow, should still produce a positive return because of the underlying asset backing. The strategy combines value and momentum, which are two disciplines that have been found to work very effectively when combined. Value and momentum not only provide strong returns but are also negatively correlated. That means that when when one strategy works well, the other lags - one zigs when the other zags.
Over time, this helps to create a smoother profit line, as the volatility of each strategy cancels the other out. It looks for consistently profitable, relatively unknown, low-debt, reasonably priced stocks with high, but not excessive, growth.
Among the criteria used, the strategy looks for stocks with a low price to earnings growth rate PEG. He urged investors to adopt a bottom-up investing process and "buy what you know".
Best Dividends is an income strategy inspired by research into high yield investing by the American Association of Individual Investors. It is based on the premise that a stock's dividend yield will rise if its share price falls. The screen aims to identify which of these value shares is best placed to bounce back in price and be able to sustain dividend payouts. It's an approach that echoes David Dreman's High Dividend value strategy.
Earnings Forecast Upgrades is a momentum strategy set out by US academics Phillip McKnight and Steven Todd in research that examined how analyst forecasts affect share prices. It focuses on finding momentum stocks by highlighting those that are receiving the highest levels of upgraded earnings forecasts from analysts. It looks at both the number of analysts that have raised their forecasts on a share over the past month, and the overall percentage earnings-per-share increase among the consensus of analysts.
McKnight and Todd claimed: Earnings upgrades are one way of finding stocks with 'earnings momentum'; those that have received upward earnings revisions are likely to do so again in the future. Dreman favours cash flow over earnings: In investing, as in your personal finances, cash is king. Dreman cautions towards a buy and hold approach because "transaction costs are often not recognized by investors, but can be very expensive".
Dreman though continues to evangelise the power of contrarian investing to counter behavioural biases. It combines value, momentum and growth factors, using the price-to-sales ratio, price momentum and earnings growth as its main rules. In , O'Shaugnessy updated the strategy rules by replacing price-to-sales as the key value metric with 6 composited value factors.
Guru Screens 66 Filter By Category. Price Momentum Screen Price Momentum is a momentum investing strategy first credited to research by academics Narasimhan Jegadeesh and Sheridan Titman in their paper, Returns to buying winners and selling losers. Josef Lakonishok Momentum Screen Josef Lakonishok Momentum is a strategy that uses price and earnings momentum to identify undervalued companies just at the point when the market is starting to recognise them.
An account in the name of the Borrower over which the Lenders have no security and to which the Borrower is allowed to make payments in accordance with Clauses 9. The agreement dated on or about the date hereof between the Shareholders and the Borrower.
The agreement of even date between the Sponsors, the Shareholders, the Borrower and the Agent. Net operating cash flows generated by the Project until Acceptance in the amount confirmed by an auditor acceptable to the Agent after Acceptance.
The balance targeted to be standing to the credit of the Debt Service Reserve Account pursuant to Clause That part of the Facility granted to the Borrower pursuant to Clause 2. Any transferee pursuant to Clause Any transferor pursuant to Clause Costs of working capital needed for the operation of the Group's business, including operating costs, wood, chemicals and other raw material and consumables stock costs as well as intermediate - and end products.
Tranche D2 will, however, be available up to and including the date falling one 1 month prior to the First Repayment Date. Failure of a Lender to carry out its obligations pursuant to this Agreement in a proper manner does not relieve any other party of its obligations under this Agreement. No Lender is responsible for the obligations of any other party under this Agreement.
Joint liability gemeinschaftliche Schuld or joint and several liability Gesamtschuldnerschaft is excluded. It will exclusively be used by the Borrower for the following purposes:. The Agent will however require from the Borrower the documents regarding the application of funds in accordance with Clause 3.
Upon receipt of the relevant invoice the Borrower shall deliver to the Agent without undue delay a list of any Project Costs not previously submitted as well. The Interest Periods relating to Advances under Tranche E will be of one 1 , three 3 or six 6 months duration at the option of the Borrower or such shorter period as is required in order for the Interest Periods of the Advances under Tranche E to end on the Scheduled First Repayment Date. At the latest three 3 Business Days prior to the commencement of the Interest Period chosen by the Borrower, the Agent will give notice to the Lenders and the Guarantors of any notice given by the Borrower pursuant to this Clause 4.
Advances under Tranche B forming part of any Sub-Tranche will however, not be consolidated with any Advance forming part of a different Sub-Tranche. Interest will accrue during each Interest Period from and including the first day of such Interest Period to but excluding the last day of such Interest Period.
Each determination of the Interest Rate by the Agent will, in the absence of a manifest error, be conclusive and binding on the Borrower and the Lenders. Payments made under Clause 4. Each determination by the Agent will, in the absence of a manifest error, be conclusive and binding on the Borrower and the Lenders. The amount of each instalment shall be such that, after the repayments of Tranches B, C, D1 and D2 required to be made on the relevant Repayment Date pursuant to the following sub-clauses of this Clause 6.
Any such repayment shall be made on the interest payment date s relating to any Advance s outstanding under Tranche E next following receipt of such proceeds or, in relation to the moneys on the Proceeds Account, on the relevant Repayment Date. Any such repayment shall be made together with accrued interest thereon and any other amounts outstanding under this Agreement in respect thereof.
The Repayment Schedule will be amended pro rata by the Agent following the making of any voluntary prepayments or mandatory prepayments according to this Agreement and will be submitted to the Borrower and the Lenders upon its amendment. Voluntary prepayments under this Clause 7. The Borrower may, subject to paying Breakage Costs, where applicable, at any time following the Scheduled First Repayment Date, by submitting at least fifteen 15 Business Days in advance a written and irrevocable notice thereof, repay on a Repayment Date any outstanding amounts under Tranche E in whole or in part.
Such prepayment must fall on the last day of an Interest Period relating to one or more. Advances having an aggregate principal amount at least equivalent to the amount of such prepayment. The Borrower shall give the Agent at least ten 10 Business Days prior written notice, specifying the principal amount outstanding under Tranche A to be prepaid, and the amount to be drawn under the Equity Reserve Account or, as the case may be, Tranche D2.
Any such prepayment made by the Borrower shall satisfy rateably the remaining obligations of the Borrower to repay Tranche A. The Agent will notify the Lenders promptly of receipt of any such notice. To the extent necessary to make payments in accordance with Clause 9.
The Borrower will procure that until Acceptance all funds in respect of Shareholder Contributions will be made into the Disbursement Account. Unless otherwise permitted, all payments required to be made by the Borrower to the Lenders under any Financing Document will be made in euro to the Agent on the due date therefor not later than All payments required to be made by the Borrower to the Lenders under any Financing Document other than the Hedging Agreements will be made without set-off or counterclaim.
The Borrower authorises the Agent on behalf of the Lenders to debit and, to the extent necessary, to liquidate any Permitted Investments previously purchased with any funds standing to the credit of the relevant account:. For the avoidance of doubt, the Lenders will however provide insurance services to the Borrower in respect of security measures provided by the EPC Contractor pursuant to Clause Each such distribution will be made in like funds as and for value the date on which such payment is received by the Agent.
The Debt Service Reserve Account will be funded through. When determining the twelve 12 months debt service, the Agent will estimate the costs of interest on the basis of the interest rates then currently payable on outstanding Advances and that repayments are made only according to Clauses 6.
The Agent will notify the Borrower of the Target Balance at the latest two 2 Business Days before Acceptance and each subsequent Repayment Date following the notification on such date pursuant to Clause 4. The Lender will make commercially reasonable efforts where permitted by law to claim a refund or allowance or credit, but will not be obliged to disclose any information as to its tax situation to the Borrower or to any other person acting on the Borrower's behalf.
Its financial year-end and the financial year end of the Group is 31 December;. Decision has not been modified or amended in any material respect, withdrawn or revoked, since the date of its issuance, and there are no proposals known to the Borrower to amend or modify in any material respect, withdraw or revoke the same, nor is it the subject of any existing challenge by any third party in connection with which the EU-Decision has been suspended pending the outcome of any appeal;.
Such statements will forecast the costs of maintenance, overhauls and Capital Expenditure for the next following three years in each case for the Borrower and for the Group. If the Technical Adviser and the Wood Supply Adviser is satisfied with such reports, he will confirm the same to the Agent.
The Borrower will fulfil its reporting requirements pursuant to this Clause 18 in a form which will allow the Agent to make the information available to the Lenders without material effort.
The Agent will notify the Borrower of the number of copies needed and the form e-mail, fax, mail in which the information will have to be provided. The Agent will promptly upon receipt forward any information to the Lenders and, to the extent necessary, to the Guarantors. Any requests for such inspections shall be made through the Agent. As soon as the Authorisations granted after the conclusion of this Agreement become valid and upon request by the Agent, the Borrower will obtain legal opinions on such validity from a reputable law firm addressed to and for the benefit of the Agent;.
Subject to Clause All contracts to be concluded by it with a Related Party will be submitted to the Agent in their final draft form for approval, such approval not to be unreasonably withheld. It will further waive any Financial Indebtedness owed by any person to it only for valuable market consideration;. Amounts received in respect of the Government Grants and VAT refunds shall, however, be applied to the repayment of Tranche E in accordance with Clause 6.
To the extent that, at the time these amounts are received and at such time after the First Repayment Date when Tranche E has been completely repaid in accordance with Clause 9. The Agent will determine the details of the additional security within its reasonable discretion billiges Ermessen pursuant to Sec. The provision of additional security will not affect existing Permitted Encumbrances;. Lender in the syndication of the Facility, including without limitation, by taking all reasonable steps to make management available for the purpose of making presentations to, or meeting, potential lending institutions and comply with all reasonable requests for information from potential syndicate members;.
December shall, however, be disposed of only with the Agent's consent;. In no event shall any such new shareholder be a Sponsor or any affiliate of a Sponsor unless previously approved in writing by the Majority Lenders such approval not to be unreasonably withheld. In the case of Project Contracts with a value of more than EUR 4 million or contracts for the sale of energy and the agreement on reserve electricity services such amendments, waivers and consents will have to be notified to the Agent in writing seven 7 days in advance;.
Their consent is however not required in relation to the offer of Shares;. A payment to the loss payee in accordance with this Clause shall, to the extent of that payment, be made to the Insurance Account or any other account specified to the insurers by the Security Agent and discharge the liability of the respective insurer to pay the Borrower or other claimant insured party.
The arrangements in this Clause shall continue to apply notwithstanding the liquidation or insolvency of the Borrower or any of the insurers;. Any such notice will be deemed to be given as follows:. The Borrower will promptly provide to the Security Agent copies of all cover notes and policies including endorsements issued from time to time in relation to each insurance, and of all changes requested or effected thereto, and, if so requested by the Security Agent, of placing slips and all documents disclosed or disclosable to the insurers of each insurance and relating to claims notified or notifiable to insurers or the insurance brokers.
In addition, the Borrower will promptly deliver to the Security Agent the originals of all policies including endorsements and placing slips. The Security Agent or any of its representatives or the Advisers will be entitled to review from time to time the compliance of the insurances effected by the Borrower with the above provisions and the provisions contained in the Minimum Insurance Schedule and the Borrower undertakes to co-operate with the Security Agent or any of its representatives or the Advisers, respectively, in this respect and to furnish to it all information requested by it for such purpose.
No variation to any insurance should be effected or agreed by the Borrower until the Security Agent notifies the Borrower in writing either that the variation is not material to the Lenders or is otherwise agreeable to the Security Agent. The Security Agent will not unreasonably withhold or delay its agreement after obtaining any advice that it deems appropriate in considering the Borrower's request.
In determining whether such cover is available on reasonable commercial terms, the Security Agent shall have on-going regard to the scope of such insurance, its cost in the context of the financing of the Project and the direct and indirect interests of the Lenders under the Financing Documents.
The Borrower will, at least thirty 30 days prior to the renewal of any insurance satisfy the Security Agent that the cover proposed to be effected for the renewal period will, on and after the renewal date, comply with the requirements of the Minimum Insurance Schedule. If at any time and for any reason any insurance is not in full force and effect on the terms or for the insured values required under the Financing Documents, then the Security Agent shall forthwith be entitled, at the cost and expense of the Borrower, to procure and pay for such insurance as the Borrower should have effected or procured pursuant to the terms hereof or at any time whilst such failure is continuing.
Any disagreement between the Borrower and the Security Agent over the availability of cover in the international insurance market will be referred to an independent expert appointed with the agreement of the Borrower and the Security Agent, or, if the parties cannot so agree within 20 days of the notice given by the Borrower under the covenant referred to in Clause The expert's decision will be final and binding on the. Borrower, the Borrower commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a composition with its creditors;.
Acceptance does not occur by the date falling 40 months after Financial Close;. Each Lender hereby irrevocably except for a removal under Clause Each Lender hereby relieves the Agent from the restrictions of Sec. The Agent will not be deemed to have knowledge of the occurrence of a Event of Default until it has received notice thereof from a party to this Agreement describing the Event of Default and stating that the event is an Event of Default, in which case it will promptly notify the Lenders.
The Agent will have no liability or responsibility to the Borrower or any Lender in connection with any failure or delay in performance or breach by any Lender or Lenders other than the Agent in its capacity as a Lender or the Borrower of any of its obligations under this Agreement, the Security Agreements, the Shareholders' Undertaking Agreement or any other Transaction Document.
Each Lender hereby confirms that it does not have any objections against any agreements entered into in accordance with this Agreement. In the absence of such instructions being given, or if the Agent were not provided with security satisfactory to it, whether by way of payment in advance or otherwise, against any liability or loss which it may incur in taking any proceedings or action in connection with this Agreement, the Security Agreements, the Shareholders' Undertaking Agreement or any other Transaction Document, then the Agent may act or refrain from acting as it thinks fit provided that it shall only take action while the above period for the issue of instructions is running if it determines that there is an urgent need to do so.
Such indemnification will be made rateably in proportion to each Lender's Commitment. The Agent, the Arranger or any Lender or any of their respective associated companies may engage in any kind of business with the Borrower or any of their respective associated companies as if it were not the Agent, a Lender or, as the case may be, the Arranger.
Any such resignation or removal shall take effect upon the notification of the acceptance of the appointment by the successor in its respective position in accordance with Clause If no such successor has been appointed within 30 days from the notice of resignation or notice of removal then the Agent will be entitled, upon agreement of the Borrower, to appoint any reputable and experienced bank or other financial institution as its successor.
The resigning or removed Agent will do all such things as may be necessary to give effect to the succession and will thereupon be discharged from its duties and obligations under this Agreement except for those under Clause Such discharges do not exempt the Borrower from any of its liabilities.
The guarantee fee will be calculated for each half year starting at these dates at a per annum rate of 0. An amount of 0. The Borrower will promptly inform the Agent of any payments made pursuant to this Clause SET-OFF Each Lender may set off any matured obligation owed by the Borrower under this Agreement against any obligation owed by the Lender to the Borrower, regardless of the place of payment, booking branch or currency of either obligation.
If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of set-off. Agent if distributed in accordance with Clause 9 Payments hereinafter called the "Excess Amount" , then:. Participations in any disbursement of an Advance may not be transferred independently from corresponding participations in Commitments.
Germany's thin capitalisation rules, Sec. Arranger in all acts in connection with a syndication pursuant to this Clause The Agent will not in any way be liable or responsible for such information not being kept confidential by such proposed assignee, participant or Transferee or other person if a reasonable confidentiality undertaking was obtained prior to such disclosure. In lieu of the invalid or unenforceable provision another reasonable provision shall apply, which as far as legally possible comes as close as possible to the intention of the contracting parties, or to what would have been their intention, in correspondence with the spirit and the purpose of this Agreement, had the parties upon entering into this Agreement taken into consideration the invalidity or unenforceability of the respective provision.
The same shall apply mutatis mutandis to fill possible gaps in this Agreement. Each communication will be in German or English. The Lenders, the Agent and the Security Agent may, however, also commence proceedings before any other court in which assets of the Borrower are located. Mandatory places of jurisdiction remain unaffected.
We refer to the USD ,, facility agreement dated August 26, whereby a facility has been made available to Stendal Zellstoff GmbH by [a group of banks] on whose behalf Bayerische Hypo- und Vereinsbank AG is acting as agent in connection therewith such agreement as from time to time amended being referred to herein as the "Facility Agreement".
Terms defined in the Facility Agreement shall have the same meanings herein unless specified otherwise herein. Pursuant to Clause 3. The Advance will be used for the following specific purposes: The following documentation and information in form and substance satisfactory to the Agent has been received by the Agent:. Specimen signatures of the persons authorised to sign the Financing Documents and notices thereunder. Original executed copies of the Transaction Documents, in each case, in full force and effect with respect to the Hedging Agreements, however, only the agreement for the interest rate swap other than.
Evidence that the Shareholders have paid into the Disbursement Account the following funds:. A copy of the EU-Decision the contents of which is satisfactory to the Agent and its legal advisors. The audited Financial Model and the agreed Base Case and the model auditors' report thereon as well as the Investment and Financing Plan. Uncontested nicht angefochten official approval of the subsidies F ordermittelzuwendungsbescheid to be granted by the State of Sachsen-Anhalt to the city of Arneburg with respect to infrastructure measures.
All Authorisations required for the Project and the performance of the Borrower's obligations under the Transaction Documents required as of the first Drawdown Date as contemplated by Clause Written confirmation by the Borrower that the official approval of the plan PlanfeststellungsbeschluB has not been contested nicht angefochten and all Authorisations required for the Project and the performance of the Borrower's.
The Borrower will further present copies of the official approval of the plan PlanfeststellungsbeschluB and the other Authorisations required for the Project and the performance of the Borrower's obligations under the Transaction Documents required as of the first Drawdown Date as contemplated by Clause Written confirmation from the Technical Adviser and the Wood Supply Adviser and an auditor acceptable to Agent that the Development Costs are reasonable.
Delivery of plan concepts prepared by the Borrower regarding wood supply, logistics and sales. Report by the Insurance Adviser containing, inter alia, the confirmation that the insurances entered into are satisfactory. Brokers' letter s of undertaking, insurance cover notes and agreed draft policy wordings satisfactory to the Insurance Advisor. Presentation of clearance letter by the German Federal Cartel Office Bundeskartellamt concerning a positive decision on the capital increase in the Borrower.
Evidence that all real estate necessary for the construction of the Project has been acquired and is free of any right of third parties save under that certain site lease agreement dated 16 May and made between the Borrower and AIG and except for Permitted Encumbrances which may interfere with the Project as contemplated in the Financing Documents.
All Advisers fees and amounts payable hereunder have been paid in full or will be paid in full out of the first Advance. The Lenders are satisfied in all respects with the construction and operating arrangements for the Project.
Evidence satisfactory to the Agent that SP Holding on a fully diluted basis holds at least A legal opinion of the Borrower's legal counsel with respect to the EU-Decision having been validly issued together with a report analysing the risks of an appeal from this decision.
A legal opinion of the Agent's German legal counsel regarding the transaction in form and substance satisfactory to the Agent. The Agent has received a duly completed irrevocable Drawdown Request not later than No Event of Default or Potential Event of Default has occurred and remains uncured or unwaived or would occur as a result of the making of the Advance to be drawn down.
Certificate by the Insurance Adviser stating that the Project is sufficiently insured in accordance with the construction progress. Such certificate is not needed if the respective insurance company is obliged to inform the Lenders promptly of a termination of any insurance. On the first day of each Interest Period or as soon as possible thereafter the Agent shall calculate, as a percentage rate, a rate the "Additional Cost Rate" for each Lender, in accordance with the paragraphs set out below.
The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders' Additional Cost Rates weighted in proportion to the percentage participation of each Lender in the relevant Advance and will be expressed as a percentage rate per annum. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost expressed as a percentage of that Lender's participation in all Advances made from that Facility Office of complying in respect of Advances made from that Facility Office.
The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Agent in accordance with the formula set out below expressed as a percentage rate per annum:. Where A is the rate of charge payable by that Lender to the Financial Services Authority pursuant to the Fees Rules calculated for this purpose by the Agent as being the average of the fee tariffs specified in the Fees Rules under the activity group A.
Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:. Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph.
The percentages or rates of charge of each Lender for the purpose of A above shall be determined b the Agent based upon the information supplied to it. The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender pursuant to paragraphs 3 and 7 above is true and correct in all respects.
The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender pursuant to paragraphs 3 and 7 above. Any determination by the Agent pursuant to this Schedule in relation to the formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all of the parties to this Agreement.
B Pursuant to the Facility Agreement the Pledgor and its shareholders are obliged to grant certain security for the purpose of securing the obligations under the Financing Documents in accordance with the terms and conditions therein.
The bank accounts listed in Schedule 1 hereto and "Account" means any of them. A principal sum drawn by the Borrower under the Facility Agreement or, depending on the context, the principal sum outstanding as a result of such drawdown. Any swap agreement, option agreement, futures contract, forward contract or similar arrangement with respect to interest rates, currencies or commodity prices.
The office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender or, following that date, by not less than 5 five days' written notice as the office or offices through which it will perform its obligations under the Facility Agreement. The Hedging Agreement dated 26 August between the Hedging Counterparts and the Borrower in relation to any swap agreements, cap agreements, collar agreements, future agreements, forward agreements and similar agreements with respect to interest rates, currencies or commodity prices as well as any single transactions to be concluded by the Hedging Agreement.
The hedging strategy in relation to the Facility to be agreed in writing between the Borrower and the Arranger, as amended from time to time, for the hedging of the interest, currency and commodity price risks of the Pledgor.
The lenders including the Original Lender , acting through their respective Facility Offices, and their successors, transferees and assignees, as permitted under the Facility Agreement. The share capital of the Borrower as increased from time to time in accordance with the Facility Agreement. If order papers Orderpapiere are deposited or will be deposited in the deposit of security mentioned under Clause 2.
In the event that for any reason such transfer by operation of law is not totally effective then the Security Agent shall, and hereby does accept, as representative without power of attorney Vertreter ohne Vertretungsmacht , the respective Pledges for and on. Each Future Pledgee ratifies and confirms the declarations and acts so made by the Security Agent on its behalf by accepting the transfer or assignment including by way of novation or assumption Vertrags ubernahme of the Secured Obligations or part of them from a Pledgee.
Upon such ratification Genehmigung such Future Pledgee becomes a party to this Agreement, it being understood that any future or conditional claim zukunftiger oder bedingter Anspruch of such Future Pledgee arising under the Secured Obligations shall be secured by the Pledges constituted hereunder.
Upon request of the Security Agent, the Pledgor shall without undue delay give such notice and provide the Security Agent with a copy thereof. The Pledges to each of the Pledgees shall be separate and individual pledges ranking pari passu with the other Pledges created hereunder. The claims mentioned in this Clause 3 will be hereinafter referred to as the "Secured Obligations".
The first list shall be supplied on the [Date] the "Account List". The same does apply mutatis mutandis with regard to transactions concerning the pledged custody accounts.
The public auction may take place at any place in the Federal Republic of Germany designated by the Security Agent, acting for and on behalf of the Pledgees. The Pledgees shall, however, use their best efforts to give priority to actions which will not endanger the ongoing concern of the Pledgor's business.
Other actions shall only be taken if necessary to satisfy in full the Secured Obligations. If the Pledgor employs data processing systems it will at its own cost and on reasonable request of the Security Agent produce print-outs of the information, records and instruments which are required or useful for the aforementioned purposes or will supply data carriers to the Security Agent on which such information, records and instruments are recorded.
The Security Agent shall immediately inform the Pledgor of any such acts under the conditions set out in Clause 6. The aforementioned claim of the Pledgees does not require negligence on the part of the Pledgor. In such a case, the Pledgor shall grant a corresponding account pledge to the Pledgees over the newly established account;.
Such information shall be accompanied, in the case of any attachment, by a copy of the order for attachment as well as all documents required for the filing of an objection against the attachment, and, in case of any other actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the filing of an objection against such actions.
The Pledgor shall further be obliged to inform as soon as possible the attaching creditors or other third parties asserting rights with respect to the transferred rights and claims in writing of the Pledgees' rights in respect of the assets.
All reasonable and adequately documented costs and expenses for countermeasures of the Pledgees shall be borne by the. This shall also apply to the institution of legal action which the Pledgees reasonably consider necessary;. Each communication to be made by the parties hereto under this Agreement will be made in writing and, unless otherwise stated, will be made by letter, fax or e-mail.
Any communication to be made by the parties hereto in connection with the enforcement of the security created hereunder shall, however, only be made by letter. Any communication, information or document to be made or delivered by the parties hereto pursuant to this Agreement will unless the recipient of such communication or document has, by fifteen 15 days' written notice to the Security Agent, specified another address or fax number be made or delivered to the address set out below:.
However, all rights and obligations shall only be transferred collectively to the same third party. The Borrower hereby irrevocably grants its consent that the relevant third party shall become a party hereto in lieu and as successor of the Security Agent upon the transfer becoming effective. The Borrower is obliged not to transfer its rights and obligations under this Agreement without the prior written consent of the Security Agent.
Changes to this Agreement and any waiver of rights under this Agreement shall be made in writing. The parties may waive this form requirement by written agreement only. Upon complete and irrevocable satisfaction of the Secured Obligations, the Pledgees will as soon as reasonably practical declare the release of the Pledges Pfandfreigabe to the Pledgor as a matter of record.
For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Secured Obligations the Pledges, due to their accessory nature Akzessorietat cease to exist by operation of German mandatory law. In lieu of the invalid or unenforceable provision another reasonable and enforceable provision shall apply which corresponds to what the parties would have agreed taking into account the spirit and purpose of this Agreement had they considered the invalidity or lack of enforceability of the relevant provision upon conclusion of this Agreement, and which corresponds to the intentions of the parties in relation to the spirit and purpose of this Agreement.
The above provision shall apply mutatis mutandis to fill possible gaps in this Agreement. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law. The Security Agent is authorised to authorise a third party if necessary. For the avoidance of doubt, the German version of this Agreement shall prevail. The Pledgees, however, shall be entitled to take action against the Pledgor in any other court of competent jurisdiction.
First ranking Land Charge by the Borrower in an aggregate amount of EUR ,, on the site of the Borrower dated on or about the date hereof whereby the Borrower submits in a separate certificate to the immediate enforcement of judgement concerning the Site in an amount of EUR 60,,;.
Security Purpose Agreement between the Borrower and the Security Agent dated on or about the date hereof;. Global Assignment Agreement between the Borrower and the Security Agent dated on or about the date hereof;. Investment Incentives Assignment Agreement between the Borrower and the Security Agent dated on or about the date hereof;.
Account Pledge Agreement between the Borrower and the Security Agent dated on or about the date hereof;. Pledge of Hedging Claims between the Borrower and the Security Agent dated on or about the date hereof;. We hereby give you notice that by an account pledge agreement dated [Date] the "Account Pledge Agreement" we have pledged in favour of Bayerische Hypo- und Vereinsbank Aktiengesellschaft the "Security Agent" and others as pledgees all of our right, title and interest in and to the above account which shall include all sub-accounts, renewals, replacements and redesignations thereof and all monies and interest from time to time standing or accruing to the credit thereof.
Until notice to the contrary from the Security Agent to be served on you as Account Bank we may continue to operate the Account and in particular may dispose over the amounts standing to the credit of the Account.
Upon receipt of such aforesaid notice to the contrary you, as Account Bank, shall not allow any dispositions by ourselves of amounts standing to the credit of the Account.
Please acknowledge receipt of this notice and your agreement to the terms hereof by signing the enclosed copy and returning the same to Bayerische Hypo- und Vereinsbank Aktiengesellschaft, Am Tucherpark 1, FPA 13, D Munchen.
We acknowledge receipt of the above notice and our agreement to the terms thereof and confirm that we have neither received any previous notice of pledge relating to this Account nor are we aware of any third party rights in relation to this Account. We hereby grant our consent on behalf of ourselves and our legal successors in title to the pledge of any claims arising out of the Account.
We hereby irrevocably and unconditionally waive our rights in respect of and agree not to make any set-off or deduction from the Account or invoke any rights of retention in relation to this Account. We agree that the pledge in our favour over the Account granted pursuant to our General Business Conditions shall rank behind all the pledges over the Account granted to the Pledgees by the Pledgor pursuant to the Account Pledge Agreement of which we have been notified by the Pledgor.
A The Lenders and the Pledgor have concluded a Facility Agreement dated 26 August in the amount of EUR ,, for the purpose of the design, development, construction and operation of a pulp mill located in Arneburg, near Stendal in Sachsen-Anhalt the "Facility Agreement".
B Pursuant to the Facility Agreement the Pledgor is obliged to grant certain security for the purpose of securing the obligations under the Facility Agreement in accordance with the terms and conditions therein.
In particular, should any such steps be required in relation to Pledged Securities acquired in the future, the Pledgor undertakes to take any such steps immediately upon acquisition or delivery of the relevant Pledged Securities. The parties however expressly agree that the Account Bank shall not be under an obligation to monitor compliance with the restrictions contained in the Facility Agreement.
The Pledgor undertakes to the Security Agent during the subsistence of this Agreement that:. Such information shall be accompanied, in case of any attachment, by a copy of the order for attachment, as well as all documents required for the filing of an objection against the attachment, and, in case of any other actions by third parties, by copies evidencing which actions have or will be taken, respectively, as well as all documents required for the filing of an objection against such actions.
The Pledgor shall further be obliged to promptly inform as soon as possible the attaching creditors or other third parties asserting rights with respect to the Bank Account in writing of the Security Agent's rights in respect of the claims. All reasonable and adequately documented costs and expenses for any actions of intervention and countermeasures of the Security Agent shall be borne by the Pledgor.
This shall also apply to the institution of legal action, which the Security Agent considers necessary;. The Pledgor shall ratify and confirm all things done and all documents executed by the Security Agent in the exercise of that power of attorney. It may also request the "attribution judiciaire" of any claim or asset pursuant to Article of the Civil Code, as well as exercise all other rights to which it is entitled in such circumstances under Luxembourg law or any other applicable laws.
In the event the Bank Account will substantially change in its value due to objections, suspension or due to set-offs or for any other reasons the Pledgor is obliged to promptly inform the Security Agent thereof.
The rights and claims of the Security Agent contained in this Clause 8. The Pledge shall be discharged by, and only by, the express release thereof granted by the Security Agent. The Pledgor shall be entitled to demand the release and the Security Agent shall be under the obligation to grant such release upon good and final discharge of the Secured Obligations. The Security Agent shall have the right, pursuant to the procedures set forth in Clause 5 Remedies upon Default of this Agreement, to request enforcement of all or part of the Pledge in its most absolute discretion.
No action, choice or absence of action in this respect, or partial enforcement, shall in any manner affect the Pledge as it then shall be. For the avoidance of doubt, unless another address has been communicated in accordance with Clause 38 Notices of the Facility Agreement the addresses of any other party to the Agreement shall be determined pursuant to Clause 38 Notices of the Facility Agreement.
In the event of any conflict between the English text and the text in any other language, the English text shall prevail. To the extent a further notification or registration or any other step is required by law to give effect to the above, such further registration shall be made and the Pledgor hereby gives power of attorney to the Security Agent to make any notifications, or to take any other steps, and undertakes to do so himself if so requested by the Security Agent.
In lieu of the invalid or unenforceable provision another reasonable and enforceable provision shall apply which corresponds to what the parties would have agreed taking into account the spirit and. By signing below, the Pledgor hereby expressly and specifically accepts the limitation of liability in favour of the Security Agent Clauses 4, 7, By signing hereunder for acceptance, the Account Bank acknowledges and accepts the existence of this Pledge Agreement and of the security interest created hereunder over the Pledged Account Claims for the purposes of Article of the Luxembourg Code of Commerce and article of the Luxembourg Civil Code and takes notice of the terms of the Pledge Agreement.
Furthermore, by signing hereunder for acceptance, the Account Bank acknowledges and accepts the security interest created hereunder over the Pledged Securities for the purposes of Article 9 of the Law and undertakes to mark the Securities Sub-Account in accordance with Clause 2.