Common use of Security Release Clause in Contracts

Security Release. 7.1 After the occurrence of all of: (a) the Secured Obligations have been unconditionally and irrevocably repaid and discharged in full, and (b) the Bank having no commitment or obligation to lend any further funds to the Borrower, the Bank shall immediately re-transfer all assigned Claims to Affimed and surrender all other financial collateral granted under this Agreement. The Bank shall, however, remain entitled to transfer any security to a third party, as long as it is legally obliged to do so, for example, if a guarantor has made payments to the Bank on behalf of Affimed. 7.2 The Bank shall be obliged – even prior to the unconditional and irrevocable repayment and discharge of all the Secured Obligations – to re-transfer the assigned Claims and/or, at the Bank's discretion, to release any other collateral granted to the Bank by Affimed in whole or in part if and to the extent that the realizable value of all collateral granted under this Agreement permanently exceeds 110% of the value of the Secured Obligations (plus any VAT). In case the total value of the collateral should permanently fall below the afore-mentioned threshold of 110%, Affimed shall be obliged to re-transfer such assigned Claims to the Bank or, at the Bank’s discretion, provide other collateral to the Bank which had been previously released pursuant to the provisions in this paragraph to the extent necessary to cover the deficit. Affimed shall bear any and all reasonable and proven costs incurred in connection with the re-transfer of the assigned Claims or the release of any other collateral in accordance with this Section 7. 7.3 The realizable value of the assigned Claims corresponds to the nominal value of the assigned Claims minus a lump-sum deduction of 30% to cover a potential payment default. In case the Parties have different views of the valuation of the assigned Claims, the decision shall be made by a chartered accountant to be mutually appointed by the Parties or – if the Parties cannot agree on a person or an accounting firm – by an expert to be appointed by the Institute of Chartered Accountants in Germany (IDW), Dusseldorf. The costs of such dispute resolution shall be borne by the respective parties in accordance with section 91 et seq. of the German Code of Civil Procedure (ZPO). 7.4 The nominal value of the assigned Claims under the Assignment shall be the net nominal value of the assigned Claims but without taking into consideration (i) claims not assigned to the Bank because of non-assignability or consent-requirements, (ii) claims for which there are off-settable counter-claims, (iii) claims which are subject to a defence, and (iv) claims which are not valid or enforceable due to any other reason.

Security Release. 7.1 9.1 After the occurrence of all of: (a) the Secured Obligations have been unconditionally and irrevocably repaid and discharged in full, full and (b) the Bank having no commitment or obligation to lend any further funds to the Borrower, the Bank shall immediately re-transfer all assigned Claims Assets to Affimed and surrender all other financial collateral granted under this Agreement. The Bank shall, however, remain entitled to transfer any security to a third party, as long as it is legally obliged to do so, for example, if a guarantor has made payments to the Bank on behalf of Affimed. 7.2 9.2 The Bank shall be obliged – even prior to the unconditional and irrevocable repayment and discharge of all the Secured Obligations – to partially re-transfer the assigned Claims Assets and/or, at the Bank's discretion, to release any other collateral granted to the Bank by Affimed according to this Agreement in whole or in part if and to the extent that the realizable value of all collateral granted under this Agreement permanently exceeds 110% of the value of the Secured Obligations (plus any VAT). In case the total value of the collateral should permanently fall below the afore-mentioned threshold of 110%, Affimed shall be obliged to re-transfer such assigned Claims to the Bank or, at the Bank’s discretion, provide other collateral to the Bank which had been previously released pursuant to the provisions in this paragraph to the extent necessary to cover the deficit. Affimed shall bear any and all reasonable and proven costs incurred in connection with the re-transfer of the assigned Claims Assets or the release of any other collateral in accordance with this Section 78. 7.3 9.3 The realizable value of the assigned Claims Assets corresponds to the nominal value retail price (Verkaufspreis) which the Bank could realize in case of a potential insolvency of Affimed or – if such retail price is indeterminate – the wholesale price (Einkaufspreis) of the assigned Claims Assets in each case minus (i) a lump-sum deduction of 30% to cover a reduction due to a forced sale and (ii) the value of which the Assets are encumbered by any outstanding third party rights in relation to existing or potential payment defaultclaims asserted by landlords, stockholders, sellers and/or suppliers. In case the Parties have different views of the valuation of the assigned Claimsclaims, the decision shall be made by a chartered accountant to be mutually appointed by the Parties or – if the Parties cannot agree on a person or an accounting firm – by an expert to be appointed by the Institute of Chartered Accountants in Germany (IDW), Dusseldorf. The costs of such dispute resolution shall be borne by the respective parties in accordance with section 91 et seq. of the German Code of Civil Procedure (ZPO). 7.4 The nominal value of the assigned Claims under the Assignment shall be the net nominal value of the assigned Claims but without taking into consideration (i) claims not assigned to the Bank because of non-assignability or consent-requirements, (ii) claims for which there are off-settable counter-claims, (iii) claims which are subject to a defence, and (iv) claims which are not valid or enforceable due to any other reason.