Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms As used in this Agreement, the following terms have the meanings set forth below: "Administrative Agent" means Crescent Harbor Bank, National Association, a national banking association organized under the laws of the United States, with its principal office at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, in its capacity as administrative agent for the Lenders under the Credit

Section 1.2 — Interpretation (a) Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Credit Agreement. In the event of any inconsistency between the definitions set forth in this Section 1.1 and the definitions set forth in the Credit Agreement, the definitions set forth in this Agreement shall control for purposes of this Agreement. (

Section 1.3 — Credit Agreement Controls In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Credit Agreement, the provisions of the Credit Agreement shall prevail and control; provided, however, that the provisions of this Agreement relating to the Collateral Agent's rights, duties, protections, immunities, indemnities, and exculpation (including, without l

ARTICLE II — APPOINTMENT AND ACCEPTANCE

Section 2.1 — Appointment (a) The Administrative Agent, acting on behalf of itself and the Secured Parties, hereby appoints and designates Pinnacle Trust Company, National Association as Collateral Agent under the US Security Documents and as German Security Trustee under the German Security Documents, to hold, administer, and enforce (or direct enforcement of) the security interests, liens, and other encumbrances gr

Section 2.2 — Acceptance (a) Pinnacle Trust Company, National Association hereby accepts the appointment as Collateral Agent under the US Security Documents and as German Security Trustee under the German Security Documents, and agrees to act in such capacities, subject to the terms and conditions of this Agreement. (b) The Collateral Agent represents and warrants that it is a national trust company duly organized, v

Section 2.3 — Authorization to Execute Security Documents (a) The Collateral Agent is hereby authorized and directed by the Administrative Agent (acting on behalf of the Secured Parties) and the Loan Parties to execute, deliver, and perform all Security Documents listed on Schedule I hereto, and all amendments, supplements, restatements, and modifications thereto, on behalf of and for the benefit of the Secured Parti

Section 2.4 — Parallel Debt Acknowledgment (a) All Parties hereby acknowledge and agree that the Parallel Debt created under the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag) constitutes an independent, abstract obligation (selbständige Forderung) owed by IHDC Frankfurt to the Collateral Agent, acting through its London branch in its capacity as German Security Trustee, in an amount

ARTICLE III — DUTIES AND POWERS OF COLLATERAL AGENT

Section 3.1 — General Duties (a) The Collateral Agent shall hold, maintain, and safeguard the Security Documents and collateral records related thereto in a manner consistent with its customary practices for similar collateral agent engagements and in compliance with all applicable laws and regulations. (b) The Collateral Agent acts in a ministerial and administrative capacity in connection with the Collateral and th

Section 3.2 — Specific Duties — US Collateral In connection with the Domestic Collateral and the US Security Documents, the Collateral Agent shall: (a) Custody of Documents. Maintain and safeguard the originals (or, where originals are not available, certified copies) of the following documents in its corporate trust offices in Washington, D.C. (or in such other secure location as the Collateral Agent may designate f

Section 3.3 — Specific Duties — German Collateral (Security Trustee) In connection with the German Collateral and the German Security Documents, the Collateral Agent, acting through its London branch in its capacity as German Security Trustee, shall: (a) Custody of German Security Documents. Maintain and safeguard the originals (or, where originals are not available, certified copies) of all German Security Documents

Section 3.4 — Actions Upon Direction (a) The Collateral Agent shall take enforcement action with respect to the Collateral only upon the written direction of the Administrative Agent (acting on instructions of the Required Lenders, or as otherwise provided in the Credit Agreement), subject in all cases to the terms of the Intercreditor Agreement. The Collateral Agent shall not be required to take any enforcement acti

Section 3.5 — Actions Without Direction (a) The Collateral Agent may (but shall not be required to) take protective and preservative actions with respect to the Collateral, without the prior written direction of the Administrative Agent, if the Collateral Agent determines in its reasonable discretion that such action is necessary or advisable to preserve the value, priority, or perfection of the security interests an

Section 3.6 — Relationship with Administrative Agent (a) The Collateral Agent takes direction exclusively from the Administrative Agent (which in turn acts at the direction of the Required Lenders or as otherwise provided in the Credit Agreement). No individual Lender shall have the right to direct the Collateral Agent to take or refrain from taking any action with respect to the Collateral or the Security Documents.

Section 3.7 — OFAC and Sanctions Compliance (a) The Collateral Agent represents that it maintains a comprehensive compliance program designed to ensure compliance with all applicable sanctions laws and regulations, including those administered by OFAC, the European Union, the United Kingdom's Office of Financial Sanctions Implementation ("OFSI"), and other applicable sanctions authorities. (b) The Collateral Agent sh

ARTICLE IV — STANDARD OF CARE; LIMITATION OF LIABILITY

Section 4.1 — Standard of Care (a) The Collateral Agent shall perform its duties hereunder with reasonable care, using the same degree of care and diligence as it would exercise in the management of its own comparable affairs. The Collateral Agent shall not, however, be liable for any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Administrative Agent or the Re

Section 4.2 — Limitation of Liability (a) The Collateral Agent shall not be liable for: (i) any loss, liability, damage, cost, or expense arising from the negligence, willful misconduct, bad faith, or breach of duty of any other party to this Agreement or any other Loan Document; (ii) any consequential, indirect, special, punitive, or exemplary damages (including, without limitation, lost profits, loss of business op

Section 4.3 — Reliance on Documents (a) The Collateral Agent may rely upon, and shall be protected in acting or refraining from acting upon, any notice, direction, instruction, consent, certificate, affidavit, statement, instrument, document, opinion, or other communication believed by it in good faith to be genuine and correct and to have been signed, sent, or made by the proper person or persons. The Collateral Age

Section 4.4 — No Fiduciary Duty (a) The Collateral Agent acts solely in a contractual capacity as agent and trustee under the terms of this Agreement and the Security Documents. Except as may be implied by applicable law and cannot be waived by contract, the Collateral Agent shall have no fiduciary duties to any Loan Party, the Administrative Agent, any Lender, or any other Secured Party. (b) To the extent that the C

Section 5.1 — Collateral Agent Fees (a) The Borrower shall pay to the Collateral Agent the following annual fees in consideration of the Collateral Agent's services under this Agreement: (i) Domestic Collateral Agent Fee: One Hundred Twenty-Five Thousand Dollars ($125,000) per annum, payable in advance on the Closing Date (June 3, 2024) and on each anniversary of the Closing Date thereafter during the term of this Ag

Section 5.2 — Extraordinary Fees (a) If the Collateral Agent is required to perform extraordinary services not contemplated by Sections 3.1 through 3.5 of this Agreement, including, without limitation, services in connection with: (i) enforcement actions following an Event of Default under the Credit Agreement; (ii) contested lien matters, including litigation or administrative proceedings regarding the priority, val

Section 5.3 — Expense Reimbursement (a) The Borrower shall reimburse the Collateral Agent for all reasonable and documented out-of-pocket expenses incurred by the Collateral Agent in connection with the performance of its duties hereunder, including, without limitation: (i) UCC filing fees, continuation statement fees, amendment fees, and termination statement fees charged by the Delaware Secretary of State and the L

Section 5.4 — Priority of Fees and Expenses (a) All fees payable to the Collateral Agent under Section 5.1 and Section 5.2, and all reimbursable expenses payable to the Collateral Agent under Section 5.3, constitute "Obligations" under the Credit Agreement and are secured by the Collateral. (b) The fees and expenses of the Collateral Agent shall be payable in priority to distributions to the Lenders, in accordance wi

Section 6.1 — Indemnification by the Borrower (a) The Borrower and the Parent Guarantor, jointly and severally, shall indemnify, defend, and hold harmless the Collateral Agent and its officers, directors, employees, agents, affiliates, successors, assigns, and London branch personnel (each, an "Indemnified Agent Party") from and against any and all losses, liabilities, obligations, claims, damages, penalties, fines,