Contract analysis

Section 1: Definitions and Interpretation (*Definitionen und Auslegung*) 1.1 Definitions (*Begriffsbestimmungen*) In this Agreement, the following terms shall have the meanings set forth below: "Assigned Receivables" (Abgetretene Forderungen) means all present and future receivables of the Assignor against any and all third-party debtors (Drittschuldner), whether such receivables arise from or are in connection with

Section 2: Assignment (*Abtretung*) 2.1 Global Assignment (*Globalabtretung*) The Assignor hereby assigns (tritt hiermit ab) to the Security Trustee, and the Security Trustee hereby accepts (nimmt hiermit an) such assignment of, all present and future Assigned Receivables, as defined in Section 1.1 above. The assignment pursuant to this Section 2.1 is made as a security assignment (Sicherungsabtretung) for the purpos

Section 3: Security Purpose (*Sicherungszweck*) 3.1 Relationship to Security Purpose Agreement The assignment of Assigned Receivables pursuant to Section 2 of this Agreement secures all Secured Obligations as defined in the Security Purpose Agreement (Sicherungszweckerklärung) dated as of May 15, 2024. The scope of the security purpose (Sicherungszweck) is determined exclusively by the Security Purpose Agreement, and

Section 4: Collection Authority (*Einziehungsermächtigung*) 4.1 Revocable Collection Authority Notwithstanding the assignment of the Assigned Receivables to the Security Trustee pursuant to Section 2, the Assignor is hereby authorized and permitted to continue to collect the Assigned Receivables in the ordinary course of its business (im gewöhnlichen Geschäftsbetrieb) (the "Collection Authority" / Einziehungsermächti

Section 5: Notification of Debtors (*Anzeige an Drittschuldner*) 5.1 Silent Assignment (*Stille Zession*) The Parties agree that the assignment effected under this Agreement is initially structured as a silent assignment (stille Zession). Accordingly, the Assignor shall not notify any debtor (Drittschuldner) of the assignment of any Assigned Receivable unless: (a) the Assignor has been instructed to do so by the Secu

Section 6: Representations and Warranties (*Zusicherungen und Gewährleistungen*) The Assignor hereby represents and warrants (sichert zu und gewährleistet) to the Security Trustee as follows, as of the date of this Agreement and (unless a representation expressly speaks as of a specific date) as of the Closing Date: 6.1 Corporate Capacity The Assignor is a Gesellschaft mit beschränkter Haftung (GmbH) duly organized,

Section 7: Covenants (*Verpflichtungen*) The Assignor hereby covenants and undertakes (verpflichtet sich hiermit) in favor of the Security Trustee as follows: 7.1 Receivables List (*Forderungsliste*) The Assignor shall deliver to the Security Trustee a complete and accurate list of all Assigned Receivables (the "Receivables List" / Forderungsliste) in the form set forth in Schedule 2 (Form of Updated Receivables List

Section 8: Enforcement (*Verwertung*) 8.1 Enforcement Event The Security Trustee shall be entitled to enforce the assignment effected under this Agreement upon the occurrence and during the continuance of an Event of Default under the Credit Agreement (each such occurrence, an "Enforcement Event"). Enforcement shall be conducted in accordance with the provisions of the Security Purpose Agreement, the applicable provi

Section 9: Further Assurances (*Weitere Mitwirkungspflichten*) The Assignor shall, at its own cost and expense, promptly execute and deliver all further documents, instruments, agreements, and declarations, and shall take all further actions, as the Security Trustee may from time to time reasonably request in writing, in order to: (a) perfect, maintain, and protect the assignment effected under this Agreement and the

Section 10: Release and Reassignment (*Freigabe und Rückabtretung*) 10.1 Conditions for Release Upon the irrevocable and unconditional discharge in full (endgültige und bedingungslose vollständige Erfüllung) of all Secured Obligations (including, without limitation, the Parallel Debt, all contingent obligations, and all obligations in respect of indemnification, costs, and expenses under the Finance Documents), the s

Section 11: Power of Attorney (*Vollmacht*) The Assignor hereby grants to the Security Trustee an irrevocable power of attorney (unwiderrufliche Vollmacht), which is granted in the interest of the Security Trustee (Vollmacht im Interesse des Bevollmächtigten), to perform any and all of the following actions in the name of and on behalf of the Assignor: (a) notify any and all debtors (Drittschuldner) of the assignment

Section 12: Miscellaneous (*Verschiedenes*) 12.1 Governing Law This Agreement, and all non-contractual obligations arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without regard to its conflict of laws principles. The Parties acknowledge that the Credit Agreement is governed by and construed in accordance with the