Concerning the Notes Collateral Agent. (a) The provisions of this Section 12.02 are solely for the benefit of the Notes Collateral Agent and none of Parent, the Issuer, any of the other Guarantors nor any of the Holders shall have any rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this Indenture and the Security Documents, the Notes Collateral Agent shall have only those duties or responsibilities expressly provided hereunder or thereunder and the Notes Collateral Agent shall not have nor be deemed to have any fiduciary relationship with the Trustee, Parent, the Issuer, any other Guarantor or any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture and the Security Documents or otherwise exist against the Notes Collateral Agent.
Concerning the Notes Collateral Agent. Wilmington Trust, National Association is entering into this Security Agreement solely in its capacity as Notes Collateral Agent under the Indenture and not in its individual capacity. In acting hereunder, the Notes Collateral Agent shall be entitled to all of the rights, privileges and immunities set forth in the Indenture as if such rights, privileges and immunities were set forth herein.
Concerning the Notes Collateral Agent. Beyond the exercise of reasonable care in the custody thereof, the Notes Collateral Agent shall have no duty as to the Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Notes Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Notes Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Notes Collateral Agent in good faith. The Notes Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Notes Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. In no event shall the Notes Collateral Agent be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Notes Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. For the avoidance of doubt, in furtherance of, and not if limitation of the foregoing, the parties hereto hereby acknowledge that all of the rights, privileges, protections, indemnities and immunities afforded the Notes Collateral Agent and th...
Concerning the Notes Collateral Agent. Notwithstanding anything in this Agreement or any other Notes Document to the contrary, in the exercise of any power or discretion under this Agreement, the Notes Collateral Agent shall be entitled to seek the direction of the Trustee or the Majority Holders and shall be entitled to refrain from acting (and shall have no liability to any Person for doing so) until it has received such direction accompanied by, if requested, indemnity or security satisfactory to the Notes Collateral Agent.
Concerning the Notes Collateral Agent. [●] is entering into this Copyright Security Agreement solely in its capacity as Notes Collateral Agent under the Notes Security Agreement and not in its individual or corporate capacity. In acting hereunder, the Notes Collateral Agent shall be entitled to all of the rights, privileges, protections, limitations of liability, immunities and indemnities granted to it under the Indenture and any corresponding provisions of any First Lien Priority Indebtedness Document, as if such rights, privileges, protections, limitations of liability, immunities and indemnities were set forth herein. In Witness Whereof, each Pledgor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. Very truly yours, [PLEDGORS] By: Name: Title: Accepted and Agreed: [●], as Notes Collateral Agent By: Name: Title: SCHEDULE I to COPYRIGHT SECURITY AGREEMENT COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS Owner Title/Name Country Application/ Registration No. Brief Description Status Copyright Licenses: [___________] EXHIBIT C [Form of] Patent Security Agreement Patent Security Agreement, dated as of [ ], 20[_] (this “Patent Security Agreement”), by [__________] and [___________] (each individually, a “Pledgor” and, collectively, the “Pledgors”), in favor of [●], in its capacity as collateral agent (in such capacity and together with any successors and assigns in such capacity, the “Notes Collateral Agent”) for the benefit of the Secured Parties pursuant to the Indenture (as defined below) and any First Lien Priority Indebtedness Documents, as pledgee, assignee and secured party.
Concerning the Notes Collateral Agent. 26 Schedules Schedule I Grantors Schedule II Pledged Equity Interests; Pledged Debt Securities Schedule III Intellectual Property Schedule IV Commercial Tort Claims Exhibits Exhibit I Form of Grantor Supplement Exhibit II Form of Copyright Security Agreement Exhibit III Form of Patent Security Agreement Exhibit IV Form of Trademark Security Agreement NOTES SECURITY AGREEMENT dated as of May 30, 2024 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) among XXXXXX HEALTH HOLDINGS, LLC, a Delaware limited liability company (the “Issuer”), the other GRANTORS (as defined below) from time to time party hereto, XXXXXX HEALTH COMPANY, a Delaware corporation (“Holdings”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, as notes collateral agent (the “Notes Collateral Agent”), for the ratable benefit of the Noteholder Secured Parties (as defined in the Indenture (as defined below)). Reference is made to that certain Indenture dated as of May 30, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”) by and among Holdings, the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (together with its successors in such capacity, the “Trustee”) and as Notes Collateral Agent, pursuant to which the Issuer is issuing $750 million aggregate principal amount of its 7.375% senior secured notes due 2031 (together with any Additional Notes (as defined in the Indenture) issued under the Indenture, the “Notes”).
Concerning the Notes Collateral Agent. Notwithstanding the execution and delivery of this Supplemental Indenture, the rights, privileges, and immunities of the Notes Collateral Agent shall survive pursuant to the terms of the Indenture and the Security Documents (as in effect immediately prior to the execution and delivery of this Supplemental Indenture).
Concerning the Notes Collateral Agent. Wilmington Trust, National Association is entering into this Deed solely in its capacity as Notes Collateral Agent under the Indenture and not in its individual capacity. In acting hereunder, the Notes Collateral Agent shall be entitled to all of the rights, privileges and immunities set forth in the Indenture as if such rights, privileges and immunities were set forth herein. THIS DEED has been entered into as a deed on the date stated at the beginning of this Deed. SCHEDULE 1 CHARGORS Chargor Jurisdiction of Incorporation Registered number DTZ UK Guarantor Limited England and Wales 09187412 DTZ Worldwide Limited England and Wales 09073572 SCHEDULE 2 COLLATERAL PART 1
Concerning the Notes Collateral Agent. Wilmington Trust, National Association is entering this Agreement and each other Notes Document solely in its capacity as Notes Collateral Agent under the Indenture. In acting hereunder and under each other Notes Document, whether or not expressly provided herein or therein, the Notes Collateral Agent shall be entitled to the rights, protections, immunities and indemnities of the Notes Collateral Agent set forth in the Indenture as if the provisions setting forth those rights, protections, immunities and indemnities were set forth herein and therein. Notwithstanding anything herein to the contrary, the Notes Collateral Agent shall be under no obligation to exercise any discretion in connection with its duties herein, and shall act or refrain from acting as directed in writing by the Trustee or the Holders of the requisite percentage in aggregate principal amount of the Notes as permitted by and in accordance with the Indenture, and shall have no liability to any Person and will be fully protected in acting or refraining from acting in accordance therewith.
Concerning the Notes Collateral Agent. [●] is entering into this Trademark Security Agreement solely in its capacity as Notes Collateral Agent under the Notes Security Agreement and not in its individual or corporate capacity. In acting hereunder, the Notes Collateral Agent shall be entitled to all of the rights, privileges, protections, limitations of liability, immunities and indemnities granted to it under the Indenture and any corresponding provisions of any First Lien Priority Indebtedness Document, as if such rights, privileges, protections, limitations of liability, immunities and indemnities were set forth herein. In Witness Whereof, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above. Very truly yours, [PLEDGORS] By: Name: Title: Accepted and Agreed: [●] as Notes Collateral Agent By: Name: Title: SCHEDULE I to TRADEMARK SECURITY AGREEMENT TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS Owner Mark Serial No. Filing Date Status Country Registration No. Registration date Description Trademark Licenses: [___________] EXHIBIT D-6 SCHEDULE 1.01A [Attached] SCHEDULE 1.01A-1 SCHEDULE 1.01B [Attached] SCHEDULE 1.01B-1 SCHEDULE 1.01C [Attached] SCHEDULE 1.01C-1 SCHEDULE 1.01D [Attached] SCHEDULE 1.01D-1 SCHEDULE 1.01E [Attached] SCHEDULE 1.01E-1 SCHEDULE 3.4(a) [Attached] SCHEDULE 3.4(a)-1 SCHEDULE 3.4(e) [Attached] SCHEDULE 3.4(e)-1 SCHEDULE 4.3 [Attached] EXHIBIT E to NOTES SECURITY AGREEMENT [FORM OF] FIRST LIEN PRIORITY SECURED PARTY JOINDER [Name of Authorized Representative] [Address of Authorized Representative] [Date]
