Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "ABL Agent" means Velthorn National Bank, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as administrative agent under the ABL Credit Agreement, and any successor administrative agent appointed in accordance with the terms of the ABL Credi

Section 1.02 — Rules of Interpretation (a) Unless the context otherwise requires, (i) references to "Articles," "Sections," "Exhibits," and "Schedules" are to articles, sections, exhibits, and schedules of this Agreement, (ii) references to any agreement or instrument are to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time, (iii) references to any statute or reg

Section 1.03 — Uniform Commercial Code Unless otherwise specified herein, references to the UCC shall mean the Uniform Commercial Code as in effect in the State of New York. To the extent that the perfection, the effect of perfection or non-perfection, or the priority of any lien on any Collateral is governed by the UCC of a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code a

Section 2.01 — ABL Priority Collateral — Relative Priorities (a) Notwithstanding the date, time, method, manner, or order of grant, attachment, filing, recording, or perfection of any ABL Lien or any Notes Lien, and notwithstanding any provision of the UCC, any applicable law, any Collateral Agreement, or any other agreement or circumstance whatsoever (including any defect in, or failure to file or perfect, any ABL L

Section 2.02 — Notes Priority Collateral — Relative Priorities (a) Notwithstanding the date, time, method, manner, or order of grant, attachment, filing, recording, or perfection of any Notes Lien or any ABL Lien, and notwithstanding any provision of the UCC, any applicable law, any Collateral Agreement, or any other agreement or circumstance whatsoever (including any defect in, or failure to file or perfect, any Not

Section 2.03 — Shared Collateral (a) To the extent any item of Collateral does not fall within the definition of ABL Priority Collateral or Notes Priority Collateral, such item shall constitute Shared Collateral. (b) ABL Liens on Shared Collateral shall be senior in priority to Notes Liens on Shared Collateral. The ABL Agent, on behalf of the ABL Lenders, shall have first priority with respect to Shared Collateral, a

Section 2.04 — Prohibition on Contesting Priorities (a) Each of the ABL Agent (on behalf of itself and the ABL Lenders) and the Notes Collateral Agent (on behalf of itself and the holders of the Notes) agrees that it shall not, and shall not direct, instruct, authorize, or permit any Person acting on its behalf to, contest, challenge, object to, or take any action (whether judicial, administrative, or otherwise) that

Section 2.05 — Priority Independent of Perfection The priorities established by this Agreement shall govern the relative rights and priorities of the ABL Agent and the Notes Collateral Agent with respect to the Collateral, notwithstanding: (a) any failure to file, record, or register any financing statement, charge, or other instrument of perfection in any jurisdiction; (b) any defect in, or deficiency of, any such f

Section 2.06 — No New Liens The Grantors covenant and agree that they shall not create, incur, assume, or suffer to exist any lien on any Collateral to secure any obligation other than (a) the ABL Obligations (pursuant to the ABL Documents), (b) the Notes Obligations (pursuant to the Notes Documents), and (c) Permitted Liens as defined in the Notes Indenture and the ABL Credit Agreement; provided that any such Permit

ARTICLE III — ENFORCEMENT RIGHTS

Section 3.01 — Exercise of Remedies with Respect to ABL Priority Collateral (a) So long as any ABL Obligations remain outstanding (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), the ABL Agent shall have the exclusive right to exercise or direct the exercise of all remedies (including foreclosure, collection, sale, lease, license, and any other Enforc

Section 3.02 — Exercise of Remedies with Respect to Notes Priority Collateral (a) So long as any Notes Obligations remain outstanding (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted), the Notes Collateral Agent shall have the exclusive right to exercise or direct the exercise of all remedies (including foreclosure, collection, sale, lease, license, and

Section 3.03 — Exercise of Remedies with Respect to Shared Collateral (a) The ABL Agent shall have the exclusive right to exercise or direct the exercise of all remedies with respect to Shared Collateral; provided, however, that the ABL Agent shall not commence any Enforcement Action with respect to any Shared Collateral unless and until the ABL Agent has provided not less than ten (10) business days' prior written n

Section 3.04 — Cooperation (a) Each Secured Party agrees that it shall cooperate in good faith with the other Secured Party in connection with any Enforcement Action taken by such other Secured Party with respect to the Collateral in accordance with this Agreement. Such cooperation shall include, without limitation: (i) providing reasonable access to any Collateral that is in the possession or control of the cooperat

Section 3.05 — No Interference Neither the ABL Agent nor the Notes Collateral Agent shall take any action that would impair, interfere with, delay, hinder, or otherwise prejudice the other Secured Party's exercise of remedies with respect to such other Secured Party's Priority Collateral. Without limiting the foregoing, neither Secured Party shall (a) seek to enjoin, restrain, or otherwise prevent the other Secured P

ARTICLE IV — ACTIONS IN RESPECT OF COLLATERAL; LIMITATIONS

Section 4.01 — Release of Liens on ABL Priority Collateral (a) If the ABL Agent releases any ABL Lien on any item of ABL Priority Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the terms of the ABL Credit Agreement, the Notes Collateral Agent shall be deemed to have consented to such release and shall simultaneously release any Notes Lien on such ABL Pr

Section 4.02 — Release of Liens on Notes Priority Collateral (a) If the Notes Collateral Agent releases any Notes Lien on any item of Notes Priority Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the terms of the Notes Indenture, the ABL Agent shall simultaneously release any ABL Lien on such Notes Priority Collateral, and such Notes Priority Collateral

Section 4.03 — Release in Connection with Dispositions In connection with any sale, transfer, or other disposition of any Collateral that is expressly permitted under both the ABL Credit Agreement and the Notes Indenture, both the ABL Lien and the Notes Lien on such Collateral shall be released, and such Collateral shall be delivered to the purchaser or transferee free and clear of both the ABL Lien and the Notes Lie

Section 4.04 — Insurance Proceeds (a) Insurance proceeds received by any Grantor or any Secured Party in respect of any loss, damage to, or destruction of ABL Priority Collateral shall be applied first to the ABL Obligations in accordance with the terms of the ABL Credit Agreement. To the extent any such insurance proceeds remain after the payment in full of all ABL Obligations, such remaining proceeds shall be appli

Section 4.05 — Restrictions on Acquiring Additional Liens Neither the ABL Agent (on behalf of itself or the ABL Lenders) nor the Notes Collateral Agent (on behalf of itself or the holders of the Notes) shall acquire, accept, or otherwise obtain any lien on any property of any Grantor (other than liens granted pursuant to the ABL Documents or the Notes Documents, as applicable) that would be senior to or pari passu wi

ARTICLE V — APPLICATION OF PROCEEDS; WATERFALL

Section 5.01 — Application of Proceeds of ABL Priority Collateral All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of ABL Priority Collateral shall be applied in the following order of priority: First: to the payment of all reasonable and documented costs and expenses of the ABL Agent incurred in connection with such collection, enforcemen

Section 5.02 — Application of Proceeds of Notes Priority Collateral All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of Notes Priority Collateral shall be applied in the following order of priority: First: to the payment of all reasonable and documented costs and expenses of the Notes Collateral Agent incurred in connection with such colle

Section 5.03 — Application of Proceeds of Shared Collateral All proceeds received by either Secured Party in connection with any Enforcement Action, collection, sale, or other realization of Shared Collateral shall be applied in the following order of priority: First: to the payment of all reasonable and documented costs and expenses of the ABL Agent incurred in connection with such collection, enforcement, sale, or

Section 5.04 — Turnover (a) If the Notes Collateral Agent or any holder of the Notes receives any proceeds of ABL Priority Collateral or Shared Collateral in contravention of the priority provisions established in this Agreement (whether by payment, collection, Enforcement Action, setoff, or otherwise), the Notes Collateral Agent or such holder of the Notes (as the case may be) shall promptly turn over and deliver su

Section 5.05 — Payments Received in Error Any payment or distribution received by a Secured Party that is required to be turned over to the other Secured Party pursuant to Section 5.04 shall, pending such turnover, be held in trust by the receiving Secured Party for the benefit of the other Secured Party. Such payment or distribution shall be segregated from all other funds and property held by the receiving Secured

ARTICLE VI — INSOLVENCY PROCEEDINGS

Section 6.01 — Filing of Claims (a) Each Secured Party shall retain the right, in its own name or in the name of the holders or lenders it represents, to file proofs of claim, motions, objections, and other pleadings, and to make statements and vote on any plan or proposal, in any Insolvency Proceeding affecting any Grantor, in each case consistent with the terms and provisions of this Agreement. (b) Each of the Issu

Section 6.02 — DIP Financing (a) If any Grantor becomes the subject of an Insolvency Proceeding, the Notes Collateral Agent agrees that it shall not object to, and hereby consents to, any debtor-in-possession financing (a "DIP Facility") provided by the ABL Agent, the ABL Lenders, or any of their affiliates that is secured by a priming lien on ABL Priority Collateral or Shared Collateral (or both), provided that each