Contract analysis

1. Consent to Priming PSB, as Pre-Petition Agent, acting on behalf of itself and the Pre-Petition Secured Lenders under the First Lien Credit Agreement and the ABL Credit Agreement, hereby consents, subject to the conditions set forth in Section 3 of this letter, to each of the following: (a) The granting of priming liens under Section 364(d) of the Bankruptcy Code on all pre-petition collateral securing the obligati

2. Acknowledgment of DIP Facility Terms PSB acknowledges that it has reviewed the principal terms and conditions of the DIP Facility as set forth in the draft term sheet and the draft DIP Credit Agreement circulated by counsel to the DIP Agent. Based on its review, PSB acknowledges the following summary of the material terms of the DIP Facility: (a) Facility Size. The DIP Facility consists of a senior secured superpr

3. Conditions to Consent The consent set forth in Section 1 of this letter is expressly conditioned upon the satisfaction of each of the following conditions, and PSB's consent shall be of no force or effect unless and until each such condition has been satisfied (or waived by PSB in writing): (a) Entry of Interim and Final DIP Orders. The Bankruptcy Court shall have entered an interim order authorizing the DIP Facil

4. Reservations and Limitations This consent is limited solely to the priming of pre-petition liens by the DIP Facility liens and the related subordination of pre-petition claims as specifically described in Section 1 of this letter. Without limiting the generality of the foregoing, this consent does not constitute: (a) A waiver of any rights, remedies, claims, defenses, or causes of action of PSB, as Pre-Petition Ag

5. Direction of Pre-Petition Secured Lenders PSB confirms that it is delivering this consent letter in its capacity as Administrative Agent under each of the First Lien Credit Agreement and the ABL Credit Agreement, and that it has received the requisite direction and/or written consent from the Required Lenders (as defined in each such agreement) under each of the Pre-Petition Credit Agreements to deliver this conse

6. Counsel and Communications PSB is represented in connection with this matter, the Chapter 11 Case, and the DIP Facility by outside counsel. All communications regarding this consent letter, the DIP Orders, the Adequate Protection Stipulation, the Intercreditor Agreement, or any other matter arising in connection with the Chapter 11 Case should be directed to: Thomas Whitaker Senior Vice President, Loan Workout Gro

7. Governing Law This consent letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles that would require or permit the application of the laws of any other jurisdiction, except to the extent that the Bankruptcy Code or the jurisdiction of the Bankruptcy Court requires the application of federal law or the laws of the State of Iowa.

8. Counterparts and Delivery This consent letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this consent letter by electronic mail in portable document format (.pdf) or by facsimile transmission shall constitute effective delivery for all purposes and shall