Contract analysis

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings assigned to them below: "Agents" means, collectively, the Super-Priority Agent and the First Lien Agent, and "Agent" means either of them. "Agreement" means this Amended and Restated Intercreditor Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms

Section 1.02 — Rules of Interpretation For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) References in this Agreement to any Article, Section, Exhibit, Schedule, or other subdivision are to the corresponding Article, Section, Exhibit, Schedule, or other subdivision of or to this Agreement. (b) The headings and captions of the Articles, Sections, and o

Section 1.03 — Effectiveness of this Agreement This Agreement shall become effective upon execution and delivery hereof by all Parties hereto on November 10, 2023. Upon the effectiveness of this Agreement, the Original Intercreditor Agreement dated as of December 15, 2017, is hereby amended and restated in its entirety and is superseded hereby, and shall be of no further force or effect except to the extent the provi

Section 2.01 — Relative Priorities of Liens Notwithstanding (a) the order of granting, attachment, or perfection of any Super-Priority Liens or First Lien Liens, (b) the date, time, manner, or order of filing or recording of any financing statements, mortgages, deeds of trust, or other documents filed or recorded to perfect such Liens, (c) any provision of the UCC or any other applicable law, or (d) any defect or def

Section 2.02 — Nature of Lien Subordination The subordination of the First Lien Liens to the Super-Priority Liens as provided in Section 2.01 is a subordination of Liens only. Except as specifically provided in Article IV (Payment Waterfall; Application of Proceeds) and Article VI (Insolvency Proceedings), nothing in this Agreement shall be construed to constitute a subordination of the First Lien Obligations to the

Section 2.03 — Prohibition on Contesting Liens Each Agent, on behalf of itself and its respective Secured Parties, agrees that it shall not (and hereby waives any right to) contest, challenge, question, or object to (and shall not support or encourage any other Person in contesting, challenging, questioning, or objecting to) the validity, perfection, priority, or enforceability of any Lien held by or on behalf of the

Section 2.04 — No New Liens (a) If, at any time after the date hereof, any Grantor shall grant a Lien on any asset or property to secure any Obligation owing to one Agent or its Secured Parties and such Grantor shall not have also granted a corresponding Lien on such asset or property to the other Agent to secure the Obligations owing to such other Agent's Secured Parties, then such Grantor shall, promptly (and in an

Section 2.05 — Perfection; Shared Collateral (a) Each Agent may, in its sole discretion, file or record such financing statements, mortgages, deeds of trust, assignments, and other documents and take all other actions as it may deem necessary or appropriate to perfect its respective Liens on the Collateral. No Agent shall be under any obligation to the other Agent to file any financing statements, mortgages, or other

Section 2.06 — Similar Liens on Same Collateral (a) All Super-Priority Liens and all First Lien Liens shall attach to the same Collateral, which shall consist of substantially all assets of the Company and the Guarantors, as more fully described on Exhibit B hereto. (b) Except for immaterial exceptions with respect to de minimis assets (having an individual value not exceeding Fifty Thousand Dollars ($50,000) or an a

ARTICLE III ENFORCEMENT RIGHTS; STANDSTILL

Section 3.01 — Enforcement Actions (a) Super-Priority Agent's Right to Enforce. Subject to the terms of this Agreement, the Super-Priority Agent shall have the exclusive right to take Enforcement Actions with respect to the Collateral at any time following the occurrence and during the continuance of an event of default under the Super-Priority Credit Agreement. The Super-Priority Agent may exercise all rights and re

Section 3.02 — Application of Proceeds from Enforcement Actions All proceeds received by either Agent from any Enforcement Action with respect to the Collateral shall be applied in accordance with the Waterfall set forth in Article IV of this Agreement. Each Agent agrees to promptly deliver to the other Agent any proceeds of Collateral received by it that are required to be turned over or applied in a different manne

Section 3.03 — Cooperation (a) Each Agent agrees to cooperate reasonably and in good faith with the other Agent in connection with any Enforcement Action with respect to the Collateral, including, without limitation, providing reasonable access to books, records, and other information in such Agent's possession or control relating to the Collateral, identifying the locations of Collateral, and facilitating the orderl

ARTICLE IV PAYMENT WATERFALL; APPLICATION OF PROCEEDS

Section 4.01 — Application of Collateral Proceeds All proceeds of Collateral received by any Agent or any Secured Party in connection with (a) any Enforcement Action, (b) any Insolvency or Liquidation Proceeding, (c) any other realization upon or disposition of Collateral, or (d) any distribution on account of any Lien on any Collateral, shall be distributed and applied in the following order of priority (the "Waterf

Section 4.02 — Turnover Provisions (a) If the First Lien Agent or any First Lien Secured Party shall at any time receive any Collateral proceeds, payments, or other distributions on account of the First Lien Liens that should have been applied to the Super-Priority Obligations pursuant to the Waterfall set forth in Section 4.01 (including, without limitation, any amounts received by the First Lien Agent or any First

Section 4.03 — Payments Permitted (a) Regular Payments. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prohibit the Company or any Guarantor from making regularly scheduled payments of principal, interest (at the contract rate or, if applicable, the default rate), fees, and other amounts to the First Lien Agent and the First Lien Secured Parties in accordance with the term

Section 4.04 — Discharge of Super-Priority Obligations "Discharge of Super-Priority Obligations" means the indefeasible payment in full in cash of all Super-Priority Obligations (including all outstanding principal, all accrued and unpaid interest, all premiums, all fees, all expenses, and all other amounts owing under or in respect of the Super-Priority Documents) and the irrevocable termination of all commitments a

Section 5.01 — Purchase Option (a) The First Lien Agent (on behalf of the First Lien Secured Parties, or any designee thereof, including any one or more First Lien Lenders or any of their respective affiliates) shall have the option (the "Purchase Option"), exercisable at any time following the occurrence and during the continuance of an event of default under the Super-Priority Credit Agreement, to purchase all (but

Section 5.02 — Mechanics of Purchase (a) Upon receipt of the Purchase Price in full in immediately available funds, the Super-Priority Agent shall, promptly and in any event within two (2) business days, deliver to the purchasing party (i) all promissory notes, if any, evidencing the Super-Priority Obligations, duly endorsed or accompanied by duly executed allonges, (ii) executed assignments and assumptions in form r

ARTICLE VI INSOLVENCY PROCEEDINGS

Section 6.01 — DIP Financing If any Insolvency or Liquidation Proceeding is commenced by or against the Company or any Guarantor: (a) The First Lien Agent, on behalf of itself and the First Lien Secured Parties, agrees that it will not object to, oppose, or vote against, any post-petition financing (a "DIP Financing") provided by, arranged by, or consented to by the Super-Priority Agent or the Super-Priority Secured

Section 6.02 — Relief from Stay; Adequate Protection (a) The First Lien Agent, on behalf of itself and the First Lien Secured Parties, agrees that it shall not seek or request relief from the automatic stay imposed under Section 362 of the Bankruptcy Code (or any similar stay or injunction under any comparable law) with respect to the Collateral during the Standstill Period (as such Standstill Period may be extended

Section 6.03 — Asset Dispositions in Insolvency Proceedings The First Lien Agent, on behalf of itself and the First Lien Secured Parties, agrees that it shall not object to, oppose, or otherwise seek to prevent any sale, use, or lease of the Collateral (in whole or in part) that is approved or consented to by the Super-Priority Agent in any Insolvency or Liquidation Proceeding, including, without limitation, any sale

Section 6.04 — Plan of Reorganization The First Lien Agent, on behalf of itself and the First Lien Secured Parties, agrees that it shall not propose, vote in favor of, or otherwise support any plan of reorganization or plan of liquidation in any Insolvency or Liquidation Proceeding that is inconsistent with the priorities and waterfall established in this Agreement. If any plan of reorganization or plan of liquidatio

Section 6.05 — Post-Petition Interest (a) The Super-Priority Agent shall have the right, and is hereby authorized by the First Lien Agent, to claim, assert, and recover post-petition interest, fees, costs, and expenses to the fullest extent permitted by the Bankruptcy Code, including as an oversecured creditor entitled to post-petition interest under Section 506(b) of the Bankruptcy Code. (b) The First Lien Agent, on

Section 6.06 — Avoidance Actions If any payment, distribution, or transfer of Collateral proceeds to the Super-Priority Agent or any Super-Priority Secured Party for the account of the Super-Priority Obligations is avoided, set aside, invalidated, declared fraudulent, or required to be repaid, returned, or disgorged to any Person (including the Company, any Guarantor, or any trustee, receiver, or similar fiduciary) u