Common use of Security Agent Clause in Contracts

Security Agent. (a) The Security Agent is hereby appointed for the benefit of the Holders of the Notes and is hereby authorized to enter into the Security Documents and to take such actions on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Security Agent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of each Security Document, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms and the terms of this Indenture. (b) Subject to the terms of this Indenture, the Quota Pledge Agreements, and the Intercreditor Agreements, the Security Agent (directly or through its subagents) shall hold and be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateral. (c) All of the rights, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder shall inure to the benefit of the Security Agent (including each subagent duly appointed by it). (d) The Security Agent shall be authorized to appoint subagents as necessary in its sole discretion and any such appointment shall be reflected in documentation (which the Security Agent is hereby authorized to enter into). Except as otherwise explicitly provided herein or in the Security Documents, no Security Agent nor any of its respective officers, directors, employees or agents or other related persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Each Security Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Security Agent nor any of its respective officers, directors, employees or agents shall be responsible for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. (e) Without limiting the foregoing, in relation to Swiss law-governed Security Documents, including the Initial Quota Pledge Agreements and any Additional Quota Pledge Agreements governed by Swiss law (collectively, the “Swiss Security Documents”), each present and future Holder, by its acceptance of a Note, is deemed to have consented and agreed that: (i) the Security Agent holds: (1) any security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (2) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Holders which have the benefit of such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that the Security Agent enters into any such Swiss Security Document as fiduciary (treuhänderisch) in its own name for the benefit of the Holders; and (ii) it authorizes the Security Agent: (1) to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Security Agent under this Indenture and under the relevant Swiss Security Document.

Security Agent. (a) The Security Agent is hereby appointed for agrees to take instructions from the benefit of the Holders of the Notes Trustee in accordance with this Indenture with respect thereto and is hereby authorized agrees to enter into act as a collateral agent under the Security Documents for and on behalf of the Holders. (b) Each Holder of a Note, by its acceptance thereof, consents and agrees: (1) to take such actions on their behalf under the provisions terms of the Security Documents (including, without limitation, the provisions providing for foreclosure, release, amendments and to exercise such powers and perform such duties re-filings of Collateral) as are expressly delegated to the Security Agent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of each Security Document, as originally same may be in effect and as amended, restated, replaced, supplemented or modified may be amended from time to time in accordance with its terms and authorizes and directs the terms of this Indenture.Security Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith; and (b2) Subject that the Security Agent shall be entitled to the rights, privileges, protections, immunities, indemnities and benefits provided to the Security Agent by the Security Documents. Furthermore, each Holder of a Note, by accepting such Note, agrees, acknowledges and consents to the terms (including, but not limited to, waivers, representations and covenants) of this Indenture, and authorizes and directs the Quota Pledge Agreements, Trustee (in each of its capacities) and the Intercreditor Agreements, the Security Agent (directly or through to enter into and perform the Security Documents in each of its subagents) shall hold and be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateralcapacities thereunder. (c) All of the rights, protections, benefits, privileges, indemnities and immunities granted The Trustee has conducted no due diligence or investigation with respect to the Trustee hereunder shall inure Security Agent or its ability to the benefit perform its required duties and accepts no responsibility or liability for any acts, omissions or defaults of the Security Agent (including each subagent duly appointed by it)Agent. (d) The Security Agent shall be authorized obligated to appoint subagents perform such duties and only such duties as necessary are specifically set forth in its sole discretion this Indenture and any such appointment shall be reflected in documentation (which the Security Agent is hereby authorized to enter into). Except as otherwise explicitly provided herein or in the Security Documents, and no Security Agent nor any of its respective officers, directors, employees implied duties or agents or other related persons obligation shall be liable for failure to demand, collect or realize upon any of read into this Indenture and the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon Security Documents against the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Each Security Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent. (e) Neither the Security Agent nor any of its respective officers, directors, employees or agents shall be responsible obliged to: (1) make any enquiry as to any breach or default by the Company or any Subsidiary Guarantor in the performance or observance of any of the provisions of this Indenture or the Security Documents or as to the existence of a Default or an Event of Default; or (2) do anything (including, without limitation, disclosing any document or information) which would, or might in its opinion, be contrary to any law or regulation or be a breach of any duty of confidentiality or otherwise be actionable or render it liable to any person; or (3) account to any person for any act sum or failure to act, except the profit element of any sum received by it for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decisionaccount. (ef) Without limiting The Security Agent shall hold the foregoingrelevant Collateral for and on behalf of the Holders and not as an agent of the Trustee. Notwithstanding anything to the contrary in this Indenture, in relation to Swiss lawthere is no principal-governed Security Documentsagent, including the Initial Quota Pledge Agreements and any Additional Quota Pledge Agreements governed by Swiss law (collectively, the “Swiss Security Documents”), each present and future Holder, by its acceptance of a Note, is deemed to have consented and agreed that: (i) trustee-beneficiary or fiduciary relationship between the Security Agent holds: (1) any security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) securityand the Trustee and, and (2) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account avoidance of all relevant Holders which have the benefit of such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that doubt, the Security Agent enters has no authority to enter into contractual obligations on behalf of the Trustee. Neither the Trustee nor the Security Agent will be responsible for and make any such Swiss representation or warranty as to the validity, legality or enforceability of the Note Guarantees or the Security Document Documents or as fiduciary to the correctness of any statement or recital herein or any statement in the Note Guarantees or the Security Documents. (treuhänderischg) in The Security Agent may decline to foreclose on the Collateral or exercise remedies available if it does not receive indemnification and/or security to its own name for satisfaction. In addition, the Security Agent’s ability to foreclose on the Collateral may be subject to lack of perfection, the consent of third parties, prior Liens and practical problems associated with the realization of the Security Agent’s Liens on the Collateral. (h) The Security Agent shall be entitled to the benefit of the Holders; and provisions affording protection to the Trustee contained in clauses (iic), (e) it authorizes and (f) of Section 7.01, clauses (a), (b), (d), (e) and (f) of Section 7.02 and Section 7.07 (subject in each case to the limitations and qualifications related to such protection, and to the standard of care set forth in clause (c) of Section 7.01) as if references to “the Indenture” in such provisions were references to the Indenture and/or the Security Agent: (1) to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Security Agent under this Indenture and under the relevant Swiss Security DocumentDocuments.

Security Agent. (a) 15.1 The Security Agent is hereby appointed for shall not, whether by virtue of this Agreement or by exercising any of its rights thereunder, owe any duty of care or fiduciary duty to the benefit Pledgors or the Company. 15.2 The permissive rights of the Holders Security Agent to take action under this Agreement shall not be construed as an obligation or duty for it to do so. 15.3 Provided it complies with its obligations in this Agreement, the Security Agent is not required to have any regard to the interests of the Notes and is hereby authorized to enter into Company. 15.4 In acting as Security Agent, the Security Documents Agent shall be treated as acting through its agency division which shall be treated as a separate entity from its other divisions and to take such actions on their behalf departments. Any information received or acquired by the Security Agent which is received or acquired by some other division or department or otherwise than in its capacity as Security Agent may be treated as confidential by the Security Agent and will not be treated as information possessed by the Security Agent in its capacity as such. 15.5 In acting or otherwise exercising its rights or performing its duties under any of this Agreement, the Security Agent shall act in accordance with the provisions of the Security Documents Intercreditor Agreement and shall, when required to grant a consent, exercise such powers and perform such duties a discretion, take or omit to take any action, seek instruction or direction from the Instructing Group or Administrative Agent (as are expressly delegated to the Security Agent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of each Security Document, as originally in effect applicable and as amended, restated, replaced, supplemented or modified from time to time provided in accordance with its terms and the terms of this Indenture. (b) Subject to the terms of this Indenture, the Quota Pledge Agreements, and the Intercreditor AgreementsAgreement). In so acting, the Security Agent (directly or through its subagents) shall hold and be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateral. (c) All of have the rights, protections, benefits, privilegesprotections, indemnities and immunities granted set out in the Intercreditor Agreement as if those provisions were set out in this Agreement, mutatis mutandis, and shall not incur any liability to the Trustee hereunder shall inure Pledgors, the Company or to the benefit of the Security Agent (including each subagent duly appointed by it)any other Person. (d) 15.6 The Security Agent provisions of this Clause 15 shall be authorized to appoint subagents as necessary in its sole discretion and survive any such appointment shall be reflected in documentation (which the Security Agent is hereby authorized to enter into). Except as otherwise explicitly provided herein or in the Security Documents, no Security Agent nor any termination of its respective officers, directors, employees or agents or other related persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Each Security Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Security Agent nor any of its respective officers, directors, employees or agents shall be responsible for any act or failure to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decisionthis Agreement. (e) Without limiting the foregoing, in relation to Swiss law-governed Security Documents, including the Initial Quota Pledge Agreements and any Additional Quota Pledge Agreements governed by Swiss law (collectively, the “Swiss Security Documents”), each present and future Holder, by its acceptance of a Note, is deemed to have consented and agreed that: (i) the Security Agent holds: (1) any security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (2) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Holders which have the benefit of such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that the Security Agent enters into any such Swiss Security Document as fiduciary (treuhänderisch) in its own name for the benefit of the Holders; and (ii) it authorizes the Security Agent: (1) to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Security Agent under this Indenture and under the relevant Swiss Security Document.

Security Agent. (aA) The Security Agent is hereby appointed Lenders appoint DEUTSCHE PFANDBRIEFBANK AG (as identified in the list of parties herein), which accepts such appointment, to represent them for the benefit purposes of the Holders of the Notes any documents, notices and is hereby authorized to enter into the Security Documents and to take such actions on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated formalities relating to the Security Agent by the terms of this Indenture Interests and the Security Documents, together with such powers as are reasonably incidental thereto. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of each Security Document, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms and the terms of this Indenture. (bB) Subject The Lenders acknowledge that the Security Interests pursuant to the terms of this Indenture, the Quota Pledge Agreements, and the Intercreditor Agreements, the Security Agent (directly or through its subagents) Finance Documents shall hold and be entitled to enforce granted on behalf of the Holders of NotesLenders, all Liens on as represented by the CollateralSecurity Agent. (c) All of the rights, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder shall inure to the benefit of the Security Agent (including each subagent duly appointed by it). (dC) The Security Agent shall be authorized charged with the administration of the Security Interests that are or may be granted pursuant to appoint subagents the Finance Documents. (D) The Security Agent shall not be liable (in the absence of gross or intentional misconduct on its part) for any failure, omission or error affecting the enforceability of any Security Interest including inter alia:(i) any failure to make any registration or filing in connection with any Security Interest; (ii) any failure to procure or maintain the registration of any Security Interest pursuant to any applicable law governing registration; (iii) any failure to notify to any person the signature of any Security Interest or the procurement of any permission, consent or other power for the purposes of granting any Security Interest. (E) The Security Agent may accept without investigation the title of any Group Company or any Affiliate to any Asset constituting the subject-matter of a Security Interest. (F) Each Lender hereby confirms its approval of the Security Interests and hereby authorises, empowers and instructs the Security Agent (acting either personally or through any persons whom it may instruct to do so) to sign and perform the Security Documents on its behalf, subject in all circumstances to the terms of the Agreement and the Security Documents (as necessary in the case may be). (G) The Security Agent shall administer the Security Interests on its sole discretion own behalf (should it be a beneficiary thereof) and on behalf of the relevant beneficiaries. The Security Agent shall sign, which each one of the relevant beneficiaries (and to the extent that it may have an interest therein, any other Party hereto) hereby authorises it to do, on its own behalf (should it be a beneficiary of the relevant Security Interest) and on behalf of each one of the relevant beneficiaries and any such appointment shall be reflected other Party hereto, as the case may be, without it being necessary for the Security Agent to again consult with or to obtain from any beneficiary or any other Party hereto any power of attorney or any releases in documentation connection with the Security Interests (which other than those in connection with the Security Interests In Rem) granted pursuant to any Security Document that the Security Agent is hereby authorized authorised or obliged to enter into). Except as otherwise explicitly provided herein or grant in accordance with the Security Documents, no Security Agent nor any of its respective officers, directors, employees or agents or other related persons shall be liable for failure to demand, collect or realize upon any terms of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Each Agreement. (H) The Security Agent shall be accountable only for amounts that it actually receives as a result hold, in the name and on behalf of the exercise relevant beneficiaries, each one of such powers, and neither the Security Agent nor Documents (including in particular the documents relating to any notifications to be made to the insurance company or companies pursuant to the provisions of its respective officersthe Agreement), directors, employees or agents shall be responsible for any act or failure other than those documents relating to act, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decisionthe Security Interests In Rem granted to the Lenders. (eI) Without limiting The Security Agent shall retain the foregoingSecurity Documents until the repayment in full of the sums owed pursuant to the Agreement, in relation it being specified that if, for the purposes of the Pfandbriefen, one or more of the documents held must be physically delivered to Swiss law-governed Security Documents, including an authorised third party (the Initial Quota Pledge Agreements and any Additional Quota Pledge Agreements governed by Swiss law (collectivelyTreuhänder), the “Swiss Security Documents”), each present and future Holder, by its acceptance of a Note, is deemed relevant Lender(s) undertake to have consented and agreed that: (ireturn the relevant document(s) the Security Agent holds: (1) any security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (2) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Holders which have the benefit of such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that the Security Agent enters into any such Swiss Security Document as fiduciary (treuhänderisch) in its own name for the benefit of the Holders; and (ii) it authorizes the Security Agent: (1) to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Security Agent under this Indenture when first requested to do so, for the purposes of the inclusion of any required information and/or with a view to the repayment of the Facility in full or in part, or, more generally, for the purposes of the Agreement and under the relevant Swiss Finance Documents. (J) In the event of a conflict between the provisions of the Agreement and/or the Security DocumentDocuments pertaining to the instructions given to the Security Agent or any matter affecting the latter, the Agreement shall take precedence. (K) The provisions of Clauses 21.1 to 21.10 above shall apply mutatis mutandis to the Security Agent.

Security Agent. (a) The Security Agent is hereby appointed for shall have all the benefit of the Holders of the Notes rights, benefits, privileges, powers, protections, indemnities and is hereby authorized to enter into immunities provided in the Security Documents and to take such actions on their behalf under the provisions shall have all of the Security Documents rights, benefits, privileges, powers, protections, indemnities and to exercise such powers and perform such duties as are expressly delegated immunities provided to the Security Agent by the terms of this Indenture and the Security Documents, together with such powers as are reasonably incidental thereto. Each Holder, by its acceptance of a Note, is deemed to have consented and agreed to the terms of each Security Document, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms and the terms of Trustee under this Indenture, including under Article VIII hereof. (b) Subject to None of the terms of this IndentureSecurity Agent, the Quota Pledge AgreementsTrustee, and the Intercreditor AgreementsPaying Agent, the Registrar or any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Liens securing the Notes Obligations, or any defect or deficiency as to any such matters, nor shall the Trustee or the Security Agent (directly or through its subagents) shall hold and be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateralresponsible for filing financing statements. (c) All of the rights, protections, benefits, privileges, indemnities and immunities granted Subject to the Trustee hereunder shall inure to the benefit of the Security Agent (including each subagent duly appointed by it). (d) The Security Agent shall be authorized to appoint subagents as necessary in its sole discretion and any such appointment shall be reflected in documentation (which the Security Agent is hereby authorized to enter into). Except as otherwise explicitly provided herein or in the Security Documents, no the Trustee shall direct the Security Agent nor from time to time. Subject to the Security Documents, except as directed by the Trustee as required or permitted by this Indenture and any of its respective officersother representatives, directors, employees or agents or the Holders acknowledge that the Security Agent will not be obligated: (i) to act upon directions purported to be delivered to it by any other related persons shall be liable for failure Person; (ii) to demand, collect or realize foreclose upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of enforce any Collateral upon Liens securing the request of any other Person or Notes Obligations; or (iii) to take any other action whatsoever with regard to any or all of the Collateral Liens securing the Notes Obligations, Security Documents or Collateral. (d) If the Company (i) incurs any part thereof. Each ABL Obligations at any time when the ABL Intercreditor Agreement is not in effect or at any time when Debt constituting ABL Obligations entitled to the benefit of the ABL Intercreditor Agreement is concurrently retired, and (ii) at any time when the Trustee is not the Security Agent, directs the Trustee to deliver to the Security Agent shall an Officers’ Certificate so stating and requesting, or at any other time directs, that the Security Agent enter into an intercreditor agreement (on substantially the same terms as the ABL Intercreditor Agreement in effect on the Issue Date) with a designated agent or representative for the holders of the ABL Obligations so incurred, the Holders acknowledge that the Security Agent is hereby authorized and directed to enter into such intercreditor agreement, bind the Holders on the terms set forth therein and perform and observe its obligations thereunder. (e) The Security Agent will be accountable only for amounts that it actually receives as a result of the exercise enforcement of such powers, and neither Liens securing the Notes Obligations or the Security Documents. (f) The Holders of Notes agree that the Security Agent nor any of its respective officers, directors, employees or agents shall be responsible for any act or failure entitled to actthe rights, except for its own gross negligence or willful misconduct as determined powers, privileges, protections, immunities, indemnities and benefits provided to the Security Agent by a court of competent jurisdiction in a final, non-appealable decision. (e) Without limiting this Indenture and the foregoing, in relation to Swiss law-governed Security Documents, including the Initial Quota Pledge Agreements and any Additional Quota Pledge Agreements governed by Swiss law (collectively, the “Swiss Security Documents”). Furthermore, each present and future Holder, by its acceptance Holder of a Note, is deemed by accepting such Note, consents to have consented the terms of and agreed that: authorizes and directs each of the Trustee (iin each of its capacities) and the Security Agent holds: to enter into and perform each of the ABL Intercreditor Agreement and Security Documents in each of its capacities thereunder. (1g) any security created or evidenced or expressed At all times when the Trustee is not itself the Security Agent, the Company will deliver to be created or evidenced under or the Trustee copies of all Security Documents delivered to the Security Agent and copies of all documents delivered to the Security Agent pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (2) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Holders which have the benefit of such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that the Security Agent enters into any such Swiss Security Document as fiduciary (treuhänderisch) in its own name for the benefit of the Holders; and (ii) it authorizes the Security Agent: (1) to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Security Agent under this Indenture and under the relevant Swiss Security DocumentDocuments.

Security Agent. (a) The Each of the holders by acceptance of the Notes, and each beneficial owner of an interest in a Note, hereby designates and appoint the Security Agent is hereby appointed for the benefit of the Holders of the Notes and is hereby authorized to enter into as its agent under this Indenture, the Security Documents and the Intercreditor Agreement and each of the holders by acceptance of the Notes, and each beneficial owner of an interest in a Note, hereby irrevocably authorizes the Security Agent to take such actions action on their its behalf under the provisions of this Indenture, the Security Documents Documents, the Intercreditor Agreement, if any, and to exercise such powers and perform such duties as are expressly delegated to the Security Agent by the terms of this Indenture and Indenture, the Security Documents, together with such powers as are reasonably incidental thereto. Each Holderthe Intercreditor Agreement, by its acceptance of a Noteif any, is deemed to have consented and agreed consents and agrees to the terms of this Indenture, the Intercreditor Agreement and each Security DocumentDocument (as applicable), as originally the same may be in effect and as or may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with its terms and their respective terms. The Security Agent agrees to act as such on the terms express conditions contained in this Section 10.07. Each holder agrees that any action taken by the Security Agent in accordance with the provisions of this Indenture, the Intercreditor Agreement or the Security Documents (as applicable), and the exercise by the Security Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents or the Intercreditor Agreement (as applicable) the duties of the Security Agent shall be ministerial and administrative in nature, and the Security Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents and/or the Intercreditor Agreement (as applicable) to which the Security Agent is a party, nor shall the Security Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents, the Intercreditor Agreement or otherwise exist against the Security Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Security Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (b) Subject The Security Agent may perform any of its duties under this Indenture, the Security Documents and/or the Intercreditor Agreement (as applicable) by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Security Agent shall not be responsible for the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it selects as long as such selection was made in good faith and with due care. The exculpatory provisions of this Article X shall apply to any such sub-agent and to the terms Affiliates of the Security Agent and any such sub-agent. (c) None of the Security Agent or any of its respective Related Persons shall (i) be liable for any action taken or omitted to be taken in good faith by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment) or under or in connection with any Security Document and/or Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment), or (ii) be responsible in any manner to any of the Trustee or any holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, the Security Documents and/or the Intercreditor Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Security Agent under or in connection with, this Indenture, the Security Documents and/or the Intercreditor Agreement or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Quota Pledge Agreements, and Security Documents and/or the Intercreditor AgreementsAgreement or for any failure of any Grantor or any other party to this Indenture, the Security Agent Documents and/or the Intercreditor Agreement to perform its obligations hereunder or thereunder (directly or through its subagents) shall hold and be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateral. (c) All of the rights, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder shall inure to the benefit if any). None of the Security Agent (including each subagent duly appointed by it)or any of its Related Persons shall be under any obligation to the Trustee or any holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents and/or the Intercreditor Agreement, if any, or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (d) The Security Agent shall be authorized entitled to appoint subagents as necessary in its sole discretion rely, and any such appointment shall be reflected fully protected in documentation relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (which including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any other Grantor), independent accountants and other experts and advisors selected by the Security Agent. The Security Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. Unless otherwise expressly required hereunder or pursuant to the Security Documents or the Intercreditor Agreement, the Security Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents and/or the Intercreditor Agreement unless it shall first receive such written advice or concurrence of the Trustee or the holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Security Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents and/or the Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the holders. (e) The Security Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Security Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is hereby authorized a “notice of default” and such notice references the Notes, the Issuer and this Indenture. The Security Agent shall take such action with respect to enter intosuch Default or Event of Default as may be requested by the Trustee in accordance with Article VI or the holders of a majority in aggregate principal amount of the Notes (subject to this Section 10.07). (f) The Security Agent under this Indenture may resign at any time by ▇▇▇▇▇▇ (30) Business Days’ written notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Security Agent. If the Security Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Security Agent (as stated in the notice of resignation), the Trustee, at the written direction of the holders of a majority of the aggregate principal amount of the Notes then outstanding, may appoint a successor collateral agent under this Indenture, subject to the consent of the Issuer (which consent shall not be unreasonably withheld and which shall not be required during a continuing Event of Default). If no successor collateral agent is appointed and consented to by the Issuer pursuant to the preceding sentence within 30 days after the intended effective date of resignation (as stated in the notice of resignation) the Security Agent shall be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Security Agent, and the term “Security Agent” shall include such successor collateral agent, and the retiring Security Agent’s appointment, powers and duties as the Security Agent shall be terminated. After the retiring Security Agent’s resignation hereunder, the provisions of this Section 10.07 (and Section 7.07 hereof) shall continue to inure to its benefit and the retiring Security Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Security Agent under this Indenture. (g) Except as otherwise explicitly provided herein or in the Security DocumentsDocuments or the Intercreditor Agreement, no neither the Security Agent nor any of its respective officers, directors, employees or agents or other related persons Related Persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Each The Security Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Security Agent nor any of its respective officers, directors, employees or agents shall be responsible for any act or failure to actact hereunder, except for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by a final and non-appealable judgment. (h) The Trustee and/or the Security Agent, as applicable, are hereby authorized and directed to, and hereby agree to, whether on or after the Issue Date (i) enter into and/or join the Security Documents to which it is party (and any joinders, supplements or amendments thereto contemplated hereby), (ii) make any representations of the holders set forth in the Security Documents or the Intercreditor Agreement, (iii) bind the holders on the terms as set forth in the Security Documents and the Intercreditor Agreement and (iv) perform and observe its obligations under the Security Documents and the Intercreditor Agreement. Any such action shall be at the direction and expense of the Issuer and shall be accompanied by an Officer’s Certificate and an Opinion of Counsel stating that the execution is authorized or permitted pursuant to this Indenture; provided that neither an Officer’s Certificate nor an Opinion of Counsel shall be required in connection with the entry into the any accession documents to the Intercreditor Agreement by the Security Agent on the Issue Date. (i) If applicable, the Security Agent is each holder’s agent for the purpose of perfecting the holders’ security interest in assets which, in accordance with Article 9 of the Uniform Commercial Code, can be perfected only by possession. Should the Trustee obtain possession of any such Collateral, upon written request from the Issuer, the Trustee shall notify the Security Agent thereof and promptly shall, subject to the Intercreditor Agreement, deliver such Collateral to the Security Agent or otherwise deal with such Collateral in accordance with the Security Agent’s instructions. (j) The Security Agent shall have no obligation whatsoever to the Trustee or any of the holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Security Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all or the Grantor’s property constituting Collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Security Agent pursuant to this Indenture, any Security Document or the Intercreditor Agreement, other than pursuant to the instructions of the holders of a majority in aggregate principal amount of the Notes or as otherwise provided in the Security Documents. (k) No provision of this Indenture, any Security Document or the Intercreditor Agreement shall require the Security Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of holders (or the Trustee in the case of the Security Agent), unless it shall have received indemnity and/or security satisfactory to the Security Agent and the Trustee against potential costs and liabilities incurred by the Security Agent and the Trustee relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Security Documents or the Intercreditor Agreement, in the event the Security Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Security Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Security Agent has determined that the Security Agent may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of any hazardous substances. The Security Agent shall at any time be entitled to cease taking any action described in this clause (k) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the holders to be sufficient. (l) The Security Agent (i) shall not be liable for any action taken or omitted to be taken by it in connection with this Indenture, the Security Documents and/or the Intercreditor Agreement or instrument referred to herein or therein, except to the extent that any of the foregoing are found by a final, non-appealable decision. (e) Without limiting the foregoing, in relation to Swiss law-governed Security Documents, including the Initial Quota Pledge Agreements and any Additional Quota Pledge Agreements governed by Swiss law (collectively, the “Swiss Security Documents”), each present and future Holder, by its acceptance judgment of a Note, is deemed court of competent jurisdiction to have consented and agreed that: (i) the Security Agent holds: (1) any security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (2) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in resulted from its own name but for the account bad faith, gross negligence or willful misconduct as determined by a court of all relevant Holders which have the benefit of such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that the Security Agent enters into any such Swiss Security Document as fiduciary (treuhänderisch) in its own name for the benefit of the Holders; and (ii) it authorizes the Security Agent: (1) to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Security Agent under this Indenture and under the relevant Swiss Security Document.competen

Security Agent. (a) The parties hereto acknowledge that for purposes of applicable local law, the Security Agent is hereby appointed required to execute certain Loan Documents in its individual capacity, but always for the benefit of the Holders of Secured Parties. This notwithstanding, the Notes and is hereby authorized parties hereto agree that with regard to enter into such Loan Documents, the Security Documents Agent shall be subject to the duties and to take such actions on their behalf under the provisions responsibilities of the Security Documents Agent and shall be entitled to exercise the rights, protections, exculpations, benefits and indemnities set forth in this Agreement. (b) In accordance with this Agreement, the Secured Parties have appointed MBL, not in its individual capacity, but solely as security agent, to act as Security Agent hereunder and under each other Loan Document to which it is or becomes a party with such powers and perform such duties as are expressly delegated to the Security Agent by the terms of this Indenture Agreement and the Security other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Holder, by its acceptance of a Note, is deemed to The Security Agent shall not have consented and agreed to the terms of each Security Document, as originally in effect and as amended, restated, replaced, supplemented any duties or modified from time to time in accordance with its terms and the terms of this Indenture. (b) Subject to the terms of this Indenture, the Quota Pledge Agreementsresponsibilities except those expressly set forth in, and no implied covenants or obligations shall be read into, this Agreement or the Intercreditor Agreementsother Loan Documents to which it is or becomes a party. MBL, the Security Agent (directly or through not in its subagents) shall hold individual capacity, but solely as security agent, hereby agrees to and be entitled to enforce on behalf of the Holders of Notes, all Liens on the Collateralaccepts such appointment. (c) All of the rights, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder In no event shall inure to the benefit of the Security Agent be liable (including each subagent duly i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Borrower and the Administrative Agent or any entity acting on behalf of the Borrower or the Administrative Agent given in accordance with the Loan Documents, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians appointed by itit with due care except as related to the Collateral and realization on the Collateral, (iv) for the investment or reinvestment of any cash held by it hereunder, in each case in good faith, in accordance with the terms hereof, including any liability for any delays in the investment or reinvestment of the Collateral, or any loss of interest or income incident to any such delays, or (v) for an amount in excess of the value of the Collateral except to the extent of direct money damages (the Security Agent hereby confirming that proceeds from Collateral in excess of the Obligations shall be refunded to the Borrower), and except in each case described in clause (i)-(v), if caused by the Security Agent’s gross negligence or willful misconduct or breach in bad faith. (d) The Security Agent shall be authorized to appoint subagents as necessary in its sole discretion and not incur any such appointment shall be reflected in documentation (which liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Security Agent is hereby authorized (including but not limited to enter into). Except as otherwise explicitly provided herein or in the Security Documents, no Security Agent nor any of its respective officers, directors, employees or agents or other related persons shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. Each Security Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Security Agent nor any of its respective officers, directors, employees or agents shall be responsible for any act or failure to actprovision of any present or future law or regulation or governmental authority, except for its own gross negligence any act of God or willful misconduct as determined by a court war, civil unrest, local or national disturbance or disaster, any act of competent jurisdiction in a finalterrorism, non-appealable decisionor the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). (e) Without limiting The Security Agent shall not be responsible in any respect for the foregoingform, execution, validity, value or genuineness of documents or securities deposited under any Loan Document, or for any description therein, or for the identity or authority of Persons (other than the Security Agent or anyone acting on its behalf) executing or delivering or purporting to execute or deliver any such document, security or endorsement. The Security Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited under any Loan Document. (f) The Security Agent shall not be under any duty to give the Collateral held by it under the Loan Documents any greater degree of care than it gives its own similar property and shall not be required to invest any funds held by it except to the extent the Security Agent would invest its own funds exercising the same degree of care that the Security Agent holds toward the investment and management of its own funds. (g) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Security Agent under any Loan Document, the Security Agent may, in relation its sole discretion, refrain from taking any action other than to Swiss law-governed retain possession of the Collateral, unless the Security DocumentsAgent receives written instructions, including signed by the Initial Quota Pledge Agreements and Administrative Agent, which eliminates such ambiguity or uncertainty. (h) Notwithstanding any Additional Quota Pledge Agreements governed by Swiss law (collectivelyother provision of any Loan Document to the contrary, the “Swiss Security Documents”)Agent is not obliged to do or omit to do anything if it would, each present and future Holderor might in its reasonable opinion, by its acceptance constitute a breach of any law or regulation or a breach of a Note, is deemed to have consented and agreed that:fiduciary duty or duty of confidentiality. (i) Notwithstanding any provision of any Loan Document to the contrary, the Security Agent holds: (1) is not obliged to expend or risk its own funds or otherwise incur any security created financial liability in the performance of its duties, obligations or evidenced responsibilities or expressed to be created the exercise of any right, power, authority or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer discretion if it has grounds for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (2) any proceeds and other benefits believing the repayment of such securityfunds or adequate indemnity against, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Holders which have the benefit of or security for, such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that the Security Agent enters into any such Swiss Security Document as fiduciary (treuhänderisch) in its own name for the benefit of the Holders; and (ii) it authorizes the Security Agent: (1) risk or liability is not reasonably assured to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to the Security Agent under this Indenture and under the relevant Swiss Security Documentit.

Security Agent. (a) The By accepting a Note, each Holder will be deemed to have, authorized U.S. Bank Trustees Limited to serve as the Security Agent is hereby appointed for its benefit and to (i) perform the benefit of duties and rights, powers and discretions that are specifically given to it under the Holders of the Notes Intercreditor Agreement and is hereby authorized to enter into the Security Documents securing such Indebtedness, together with any other incidental rights, power and discretions; and (ii) execute each relevant Security Document, waiver, modification, amendment, renewal or replacement expressed to take such actions on their behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to be executed by the Security Agent by the terms of this Indenture in its name and the Security Documents, together with such powers as are reasonably incidental thereto. Each Holder, by on its acceptance of a Note, is deemed to have consented and agreed to the terms of each Security Document, as originally in effect and as amended, restated, replaced, supplemented or modified from time to time in accordance with its terms and the terms of this Indenturebehalf. (b) Subject to the terms provisions of this IndentureArticle 7, the Quota Pledge Agreements, Security Documents and the Intercreditor AgreementsAgreement, the Security Agent (directly or through its subagents) shall hold and be entitled to enforce Trustee, without the consent of the Holders, on behalf of the Holders Holders, following the occurrence of Notesan Event of Default that is continuing, may or may instruct the Security Agent in writing to take all Liens actions it reasonably determines are necessary in order to (i) enforce any of the terms of the Security Documents or the Intercreditor Agreement; and (ii) collect and receive any and all amounts payable in respect of the Obligations under this Indenture. To the extent permitted by applicable law, only the Security Agent will have the right to enforce the Security Documents on behalf of the CollateralTrustee and the Holders. (c) All of Except as provided in the rightsIntercreditor Agreement or as otherwise directed by a First Lien Representative in accordance with the Intercreditor Agreement, protections, benefits, privileges, indemnities and immunities granted to the Trustee hereunder shall inure to the benefit of the Security Agent will not be obligated (i) to act upon directions purported to be delivered to it by any Person, including each subagent duly appointed by it). any Holder; (dii) The Security Agent shall be authorized to appoint subagents as necessary in its sole discretion and any such appointment shall be reflected in documentation (which the Security Agent is hereby authorized to enter into). Except as otherwise explicitly provided herein or in the Security Documents, no Security Agent nor any of its respective officers, directors, employees or agents or other related persons shall be liable for failure to demand, collect or realize foreclose upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of enforce any Collateral upon the request of any other Person Lien; or (iii) to take any other action whatsoever with regard to any or all of the Collateral Security Documents, the Liens created thereby or the Collateral (d) The provisions of this Section 12.03 are solely for the benefit of the Security Agent and none of the Trustee, any part thereofof the Holders nor any of the Grantors shall have any rights as a third party beneficiary of any of the provisions contained herein. Each Holder agrees that any action taken by the Security Agent in accordance with the provision of this Indenture, the Intercreditor Agreement any Additional Intercreditor Agreement and/or the applicable Security Documents, and the exercise by the Security Agent of any rights or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement, the duties of the Security Agent shall be accountable ministerial and administrative in nature, and the Security Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the other Notes Documents to which the Security Agent is a party, nor shall the Security Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement or otherwise exist against the Security Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Security Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. (e) The Security Agent may perform any of its duties under this Indenture, the Security Documents or the Intercreditor Agreement by or through receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel. The Security Agent shall not be responsible for amounts the negligence or willful misconduct of any receiver, agent, employee, attorney-in-fact or Related Person that it actually receives selects as a result of the exercise of long as such powers, and neither selection was made in good faith. (f) Neither the Security Agent nor any of its respective officers, directors, employees or agents Related Persons shall (i) be responsible liable for any act action taken or failure omitted to act, be taken by any of them under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct misconduct) or under or in connection with any Security Document or the Intercreditor Agreement or any Additional Intercreditor Agreement or the transactions contemplated thereby (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer or any other Grantor or Affiliate of any Grantor, or any Officer or Related Person thereof, contained in this Indenture, or any other Notes Documents, or in any certificate, report, statement or other document referred to or provided for in, or received by the Security Agent under or in connection with, this Indenture, the Security Documents or the Intercreditor Agreement, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement, or for any failure of any Grantor or any other party to this Indenture, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement to perform its obligations hereunder or thereunder. Neither the Security Agent nor any of its Related Persons shall be under any obligation to the Trustee or any Holder to ascertain or to inquire as determined to the observance or performance of any of the agreements contained in, or conditions of, this Indenture, the Security Documents, the Intercreditor Agreement or any Additional Intercreditor Agreement or to inspect the properties, books, or records of any Grantor or any Grantor’s Affiliates. (g) The Security Agent shall be entitled (in the absence of bad faith) to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication, document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation, counsel to the Issuer or any other Grantor), independent accountants and/or other experts and advisors selected by the Security Agent. The Security Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document. Unless otherwise expressly required hereunder or pursuant to any Security Document, the Security Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents or the Intercreditor Agreement unless it shall first receive such written advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified and/or secured to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Security Agent shall in all cases be fully protected from claims by any Holders in acting, or in refraining from acting, under this Indenture, the Security Documents or the Intercreditor Agreement in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders. (h) No Security Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless a Responsible Officer of the Security Agent shall have received written notice from the Trustee or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default.” The Security Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee in accordance with Article VI or the Holders of a majority in aggregate principal amount of the Notes (subject to this Section 12.03). (i) The Security Agent may resign at any time by notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Security Agent. If the Security Agent resigns under this Indenture, the Issuer shall appoint a successor security agent. If no successor security agent is appointed prior to the intended effective date of the resignation of the Security Agent (as stated in the notice of resignation), the Security Agent may appoint, after consulting with the Trustee, subject to the consent of the Issuer (which shall not be unreasonably withheld and which shall not be required during a continuing Event of Default), a successor security agent. If no successor security agent is appointed and consented to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as stated in the notice of resignation) the Security Agent shall be entitled to petition a court of competent jurisdiction in to appoint a final, non-appealable decision. (e) Without limiting successor. Upon the foregoing, in relation to Swiss law-governed Security Documents, including the Initial Quota Pledge Agreements and any Additional Quota Pledge Agreements governed by Swiss law (collectively, the “Swiss Security Documents”), each present and future Holder, by its acceptance of a Noteits appointment as successor security agent hereunder, is deemed such successor security agent shall succeed to have consented all the rights, powers and agreed that: (i) duties of the retiring Security Agent, and the term “Security Agent” shall mean such successor security agent, and the retiring Security Agent’s appointment, powers and duties as the Security Agent holds: (1) any security created or evidenced or expressed shall be terminated. After the retiring Security Agent’s resignation hereunder, the provisions of this Section 12.03 shall continue to inure to its benefit and the retiring Security Agent shall not by reason of such resignation be deemed to be created released from liability as to any actions taken or evidenced under or pursuant to a Swiss Security Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other non-accessory (nicht akzessorische) security, and (2) any proceeds and other benefits of such security, as fiduciary (treuhänderisch) in its own name but for the account of all relevant Holders which have the benefit of such security in accordance with this Indenture and the respective Swiss Security Document; and each present and future Holder hereby agrees that the Security Agent enters into any such Swiss Security Document as fiduciary (treuhänderisch) in its own name for the benefit of the Holders; and (ii) it authorizes the Security Agent: (1) to (A) accept and execute as its direct representative (direkter Stellvertreter) any Swiss law pledge or any other Swiss law accessory (akzessorische) security created or evidenced or expressed omitted to be created or evidenced under or pursuant to a Swiss Security Document for the benefit of such Holder and (B) hold, administer and, if necessary, enforce any such security as direct representative, (direkter Stellvertreter) on behalf of each relevant Holder which has the benefit of such security; (2) to agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Security Document which creates or evidences or expressed to create or evidence a pledge or any other Swiss law accessory (akzessorische) security; (3) to effect as its direct representative (direkter Stellvertreter) any release of a security created or evidenced or expressed to be created or evidenced under a Swiss Security Document in accordance with this Indenture and the respective Swiss Security Document; and (4) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to taken by it while it was the Security Agent under this Indenture and under the relevant Swiss Security DocumentIndenture.