Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Intercreditor Agreement, dated as of September 14, 2023, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 12.1. "Borrower" means Stonefield Logistics Group Inc., a Delaware corporation, with its principal executive offi

Section 1.2 — Rules of Construction Unless otherwise defined herein, capitalized terms used in this Agreement that are defined in the Senior Credit Agreement or the Mezzanine Credit Agreement shall have the meanings ascribed to such terms in the Senior Credit Agreement or the Mezzanine Credit Agreement, as the context requires. In the event that a defined term is defined in both the Senior Credit Agreement and the Me

Section 1.3 — Headings The headings of Articles, Sections, and subsections used in this Agreement are for convenience of reference only, shall not be deemed a part of this Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

ARTICLE II — LIEN PRIORITIES AND SUBORDINATION

Section 2.1 — Subordination of Mezzanine Liens (a) All Mezzanine Liens on the Shared Collateral are and shall at all times be subordinate and junior in all respects to all Senior Liens on the Shared Collateral. The Mezzanine Lender hereby acknowledges and agrees that the Senior Agent, for the benefit of the Senior Lenders, holds and shall at all times hold first-priority perfected security interests and liens in and

Section 2.2 — Nature of Subordination The lien subordination established by this Agreement is a subordination of liens and security interests, and not a subordination of indebtedness or of the right to receive payment. Nothing in this Agreement shall be construed to prohibit the Borrower from making, or the Mezzanine Lender from receiving, payments on account of the Mezzanine Obligations, except as expressly provided

Section 2.3 — Parent Equity Pledge Exclusion (a) Notwithstanding anything to the contrary contained in this Agreement, the Parent Equity Pledge (being the first-priority pledge of 100% of the issued and outstanding equity interests in the Borrower by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender, pursuant to the Parent Equity Pledge Agreement) is not Shared Collateral and is not subject to the lien

Section 2.4 — Prohibition on Contesting Liens (a) Neither the Senior Agent nor the Mezzanine Lender shall, in any judicial, administrative, or other proceeding (including any proceeding under Title 11 of the United States Code or any other applicable insolvency or bankruptcy law), contest, challenge, or otherwise dispute the validity, enforceability, attachment, perfection, or priority of the other party's liens on t

Section 2.5 — No New Liens (a) The Mezzanine Lender shall not acquire or hold, and shall not accept the grant of, any lien on any property or asset constituting Shared Collateral that is not subordinated to the Senior Liens in accordance with the terms and provisions of this Agreement. (b) The Senior Agent shall not seek to acquire, and shall not accept the grant of, any lien on the Parent Equity Pledge or on any oth

Section 2.6 — Future Senior Obligations (a) The lien subordination established by this Agreement shall extend to all Senior Obligations, whether arising before, on, or after the date hereof, including any Senior Obligations arising under any refinancing, refunding, replacement, renewal, or extension of the Senior Credit Agreement or the other Senior Documents. (b) Notwithstanding the foregoing, the lien subordination

ARTICLE III — ENFORCEMENT STANDSTILL AND REMEDIES

Section 3.1 — Sole Control of Shared Collateral (a) During the Standstill Period, the Senior Agent shall have the sole and exclusive right and authority to control the disposition, release, and enforcement of the Shared Collateral, including, without limitation, the right to determine the manner, timing, and method of any such disposition, release, or enforcement. During the Standstill Period, the Mezzanine Lender sh

Section 3.2 — Enforcement Standstill — 180-Day Period (a) Following the occurrence and during the continuance of a Mezzanine Event of Default, the Mezzanine Lender shall, prior to exercising any remedies against the Shared Collateral, deliver a written notice to the Senior Agent (an "Enforcement Notice"), substantially in the form of Exhibit B attached hereto, of the Mezzanine Lender's intention to exercise remedies

Section 3.3 — Waiver of Right to Prevent Sales (a) The Mezzanine Lender hereby irrevocably waives any right it may now or hereafter have to object to, contest, delay, prevent, or otherwise interfere with any sale, transfer, lease, or other disposition of Shared Collateral by the Senior Agent in connection with the Senior Agent's enforcement of the Senior Liens, whether by public sale, private sale, UCC foreclosure, s

Section 3.4 — Application of Shared Collateral Proceeds (a) All proceeds of Shared Collateral (whether realized through enforcement by the Senior Agent, the Mezzanine Lender, or any other Person, and whether in the form of cash, securities, or other property), including, without limitation, proceeds of any foreclosure, sale, collection, or other realization upon the Shared Collateral, shall be applied in the followin

Section 3.5 — Turnover of Proceeds (a) If the Mezzanine Lender shall receive any proceeds of Shared Collateral (whether in the form of cash, securities, or other property) at any time when such proceeds should have been applied to Senior Obligations in accordance with Section 3.4, or if the Mezzanine Lender shall receive any proceeds of Shared Collateral in violation of the priority provisions of this Agreement, the

Section 3.6 — Insurance and Condemnation Proceeds (a) All insurance proceeds received by the Borrower, any Subsidiary Guarantor, the Senior Agent, or the Mezzanine Lender with respect to any loss, damage, or destruction of any Shared Collateral shall be applied in accordance with the priority provisions of Section 3.4. All condemnation awards or proceeds received in connection with any condemnation, taking, or simila

Section 4.1 — Permitted Mezzanine Payments Except during a Payment blockage Period as provided in this Article IV, the Borrower may make, and the Mezzanine Lender may receive and retain, the following payments on account of the Mezzanine Obligations ("Permitted Mezzanine Payments"): (a) regularly scheduled cash interest payments under the Mezzanine Credit Agreement at the cash pay rate of 8.50% per annum (or such oth

Section 4.2 — Payment blockage Notice (a) Upon the occurrence and during the continuance of a Senior Event of Default, the Senior Agent may deliver a Payment blockage Notice, substantially in the form of Exhibit A attached hereto, to the Mezzanine Lender and the Borrower. (b) The Payment blockage Notice shall identify in reasonable detail the Senior Event of Default upon which the Payment blockage Notice is based and

Section 4.3 — Limitations on Payment blockage The exercise by the Senior Agent of its right to deliver a Payment blockage Notice and to commence a Payment blockage Period shall be subject to the following limitations: (a) Not more than one Payment blockage Period may be commenced during any consecutive 360-day period, regardless of the number of Senior Events of Default that may occur during such period. (b) No Payme

Section 4.4 — Payments Received During blockage (a) If the Mezzanine Lender receives any cash payment on account of the Mezzanine Obligations during a Payment blockage Period (other than PIK interest accruals), the Mezzanine Lender shall hold such payment in trust for the benefit of the Senior Agent and shall promptly turn over and deliver such payment to the Senior Agent for application to the Senior Obligations in

Section 4.5 — Resumption of Payments Following the expiration or termination of a Payment blockage Period as provided in Section 4.3, the Borrower shall be permitted to make, and the Mezzanine Lender shall be permitted to receive and retain, all payments on account of the Mezzanine Obligations that were blocked and could not be made during the Payment blockage Period, including any accumulated and unpaid cash interes

Section 5.1 — Right to Purchase Senior Obligations Upon the occurrence of any of the following events, the Mezzanine Lender shall have the right (but not the obligation) to purchase all (but not less than all) of the Senior Obligations from the Senior Lenders: (a) acceleration of the Senior Obligations in whole or in part (whether automatically or by declaration of the Senior Agent) following the occurrence of a Seni

Section 5.2 — Purchase Price The purchase price for all of the Senior Obligations shall be an amount equal to: (a) 100% (par) of the outstanding principal amount of the Senior Obligations (including the term loan B, which has an aggregate outstanding principal amount of $275,000,000 as of the date hereof, and any drawn amounts under the revolving credit facility); plus (b) all accrued and unpaid interest on the Senio

Section 5.3 — Exercise Procedure (a) To exercise the purchase option, the Mezzanine Lender shall deliver a written notice of its election to purchase (a "Purchase Election Notice"), substantially in the form of Exhibit C attached hereto, to the Senior Agent within ten (10) Business Days following the earlier of: (i) the date of acceleration of the Senior Obligations; or (ii) the date of delivery by the Senior Agent o

Section 5.4 — Payment in Cash The purchase price for the Senior Obligations, as determined in accordance with Section 5.2, shall be paid by the Mezzanine Lender (or its designee) to the Senior Agent (for distribution to the Senior Lenders in accordance with the Senior Credit Agreement) at the closing in immediately available funds by wire transfer in United States dollars to an account designated by the Senior Agent

Section 5.5 — Effect of Purchase (a) Upon consummation of the purchase of the Senior Obligations, the Mezzanine Lender (or its designee) shall succeed to all of the rights, title, and interest of the Senior Agent and the Senior Lenders under the Senior Documents, including all Senior Liens, and shall assume all obligations and duties of the Senior Agent and the Senior Lenders under the Senior Documents arising from a

Section 5.6 — Exercise of Parent Equity Pledge The Mezzanine Lender agrees that it shall not exercise any remedies with respect to the Parent Equity Pledge (including, without limitation, foreclosure on or disposition of the equity interests in the Borrower pledged thereunder) in a manner that would result in a Change of Control under the Senior Credit Agreement or the Mezzanine Credit Agreement unless: (a) the Mezza

ARTICLE VI — BANKRUPTCY AND INSOLVENCY PROVISIONS

Section 6.1 — Relative Rights in Bankruptcy (a) The lien priorities, subordination provisions, enforcement standstill provisions, payment blockage provisions, and all other terms and conditions of this Agreement shall continue in full force and effect and shall be applicable and enforceable in any case, proceeding, or action commenced by or against the Borrower or any guarantor under Title 11 of the United States Cod

Section 6.2 — Post-Petition Interest and Expenses (a) The Senior Agent shall be entitled to claim post-petition interest, fees, costs, and expenses with respect to the Senior Obligations to the fullest extent permitted by applicable law (including, without limitation, Section 506(b) of the Bankruptcy Code), and the Mezzanine Lender shall not contest, object to, or otherwise challenge any such claim by the Senior Agen

Section 6.3 — No Interference with Senior Claims (a) The Mezzanine Lender shall not file, join, support, or vote in favor of any plan of reorganization, sale motion (under Section 363 of the Bankruptcy Code or otherwise), bid procedures motion, or other motion or pleading in any Insolvency Proceeding that is not supported or consented to by the Senior Agent (or, if applicable, the Required Lenders), if such plan, mot

Section 6.4 — Avoidance Recoveries If any payment on account of the Senior Obligations is avoided, set aside, invalidated, declared fraudulent, or required to be returned, repaid, or disgorged to the estate of the Borrower or any guarantor (or to any trustee, receiver, debtor-in-possession, or similar Person) under any applicable insolvency or bankruptcy law (including, without limitation, Sections 544, 547, 548, 549

Section 6.5 — Waiver of marshaling The Mezzanine Lender hereby irrevocably waives any right it may have to require the marshaling of assets of the Borrower or any guarantor, and agrees that the Senior Agent shall not be required to marshal any assets of the Borrower or any guarantor in favor of the Mezzanine Lender or any other Person.

ARTICLE VII — CHANGE OF CONTROL PROVISIONS

Section 7.1 — Change of Control Consequences (a) Upon the occurrence of a Change of Control (as defined in Section 1.1), the Mezzanine Lender acknowledges and agrees that: (i) a mandatory prepayment of all outstanding Mezzanine Obligations shall be required under the Mezzanine Credit Agreement at a price equal to 103% of the then-outstanding principal amount of the mezzanine term loan (including all capitalized PIK i

Section 7.2 — Notice of Change of Control The Borrower shall promptly (and in any event within five (5) Business Days of the occurrence thereof) notify both the Senior Agent and the Mezzanine Lender in writing of the occurrence of any Change of Control. Such notice shall set forth in reasonable detail the facts and circumstances constituting the Change of Control, the date on which it occurred, and the identity of th

ARTICLE VIII — AGREEMENTS WITH RESPECT TO ACTIONS OF THE BORROWER

Section 8.1 — Borrower's Obligations Unaffected Nothing in this Agreement shall: (a) relieve the Borrower of any of its obligations to the Senior Agent, the Senior Lenders, or the Mezzanine Lender under the Senior Documents, the Mezzanine Documents, or any other agreement, instrument, or document to which the Borrower is a party; (b) limit, impair, or otherwise affect the rights of the Senior Agent or the Mezzanine L

Section 8.2 — Modifications to Senior Documents The Senior Agent and the Senior Lenders may, without the consent of or notice to the Mezzanine Lender (except as otherwise provided herein), amend, supplement, restate, refinance, extend, renew, or otherwise modify the Senior Documents (and the Senior Obligations and the Senior Liens) at any time and from time to time; provided, however, that no such amendment, suppleme

Section 8.3 — Modifications to Mezzanine Documents The Mezzanine Lender and the Borrower may, without the consent of or notice to the Senior Agent (except as otherwise provided herein), amend, supplement, restate, or otherwise modify the Mezzanine Documents at any time and from time to time; provided, however, that no such amendment, supplement, restatement, or other modification shall, without the prior written cons

Section 8.4 — Releases (a) The Senior Agent may release, at any time and from time to time, any lien on any Shared Collateral in connection with any sale, transfer, or other disposition of such Shared Collateral that is permitted by th