Contract analysis

I. Purpose of Agreement. The Parties desire to set forth their agreement regarding: (i) the relative priority of their respective liens and security interests in and to the Collateral; (ii) the application of proceeds of Common Collateral; (iii) standstill and remedy-exercise protocols; (iv) the treatment of the ABL Roll-Up; and (v) related intercreditor matters, all as more fully set forth in this Agreement. NOW, TH

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the DIP Credit Agreement or, if not defined therein, in the Pre-Petition First Lien Credit Agreement. "ABL Collateral" means all receivables, inventory, and related proceeds (including the proceeds of receivables and

Section 1.2 — Rules of Interpretation (a) Unless the context otherwise requires, all references herein to the Bankruptcy Code shall mean Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute thereto, and all references to specific sections of the Bankruptcy Code shall include any successor provisions thereto. All references to the UCC shall mean the Unif

Section 1.3 — DIP Orders Control This Agreement is subject to and shall be interpreted consistently with the Interim DIP Order and the Final DIP Order. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the DIP Orders, the terms and provisions of the DIP Orders shall control and govern. Each Party hereto agrees that it shall not take any ac

Section 2.1 — Relative Priority of Liens (a) DIP Liens Senior to Pre-Petition Liens. The Parties hereby agree and acknowledge that the DIP Liens constitute (i) first-priority priming liens on all Pre-Petition Collateral under Section 364(d) of the Bankruptcy Code, and (ii) first-priority liens on all Unencumbered Collateral under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code, and that such DIP Liens are sen

Section 2.2 — Split-Collateral Acknowledgment (a) The Parties acknowledge that, prior to the Petition Date, the Pre-Petition Liens were structured on a split-collateral basis: (i) the Pre-Petition Agent, on behalf of the lenders under the ABL Revolver, held a first-priority lien on the ABL Collateral (receivables, inventory, and related proceeds), and (ii) the Pre-Petition Agent, on behalf of the lenders under the Fi

Section 2.3 — No Challenge to Lien Priority (a) The Pre-Petition Agent, on behalf of itself and the Pre-Petition Secured Lenders, hereby agrees that it will not, directly or indirectly, contest, challenge, or seek to avoid or otherwise question the priority, validity, perfection, or enforceability of the DIP Liens or the DIP Superpriority Claim in any court or other forum, including the Bankruptcy Court. The Pre-Peti

Section 2.4 — Lien Priority Regardless of Perfection The lien priorities established in this Article II shall apply irrespective of: (a) the time, manner, method, or order of attachment, grant, creation, or perfection of any lien or security interest held by any Party; (b) the order of filing of any financing statements, mortgages, deeds of trust, or other instruments or documents of title; (c) whether any lien or se

Section 2.5 — Prohibition on Additional Liens (a) The Pre-Petition Agent shall not acquire, obtain, or hold (and shall not permit any Pre-Petition Secured Lender to acquire, obtain, or hold) any lien on or security interest in any Collateral that would be senior to or pari passu with the DIP Liens, except as expressly authorized by the DIP Orders and the Adequate Protection Stipulation. (b) The DIP Agent shall not ac

ARTICLE III — ENFORCEMENT AND EXERCISE OF REMEDIES

Section 3.1 — DIP Agent's Exclusive Right to Enforce (a) Subject to the DIP Orders and the Carve-Out, the DIP Agent (acting on behalf of the DIP Lenders and in accordance with the DIP Credit Agreement) shall have the exclusive right to exercise and enforce all rights and remedies with respect to the Collateral, including, without limitation, the right to: (i) foreclose upon any Collateral (or cause the Collateral Age

Section 3.2 — Standstill Period (a) The Pre-Petition Agent hereby agrees that, following written notice to the DIP Agent of the occurrence and continuation of any Event of Default under the Pre-Petition First Lien Credit Agreement (or any default or event of default under any document related thereto), the Pre-Petition Agent shall not exercise any remedy against the Collateral for a period of one hundred eighty (180)

Section 3.3 — DIP Agent Right to Initiate Enforcement (a) The DIP Agent may exercise and enforce all rights and remedies with respect to the Collateral at any time following the occurrence and continuation of an Event of Default under the DIP Credit Agreement, subject to: (i) the automatic stay imposed by Section 362 of the Bankruptcy Code (to the extent such stay has not been modified, lifted, or terminated by the D

Section 3.4 — Limitation on Pre-Petition Agent Actions Without the prior written consent of the DIP Agent (which consent shall not be unreasonably withheld, conditioned, or delayed following expiration of the Standstill Period), the Pre-Petition Agent shall not, and shall cause the Pre-Petition Secured Lenders not to: (i) seek relief from the automatic stay of Section 362 of the Bankruptcy Code to foreclose on, execu

Section 3.5 — Insurance Proceeds (a) All casualty insurance proceeds, business interruption insurance proceeds, and condemnation awards received or receivable with respect to the Collateral (or any portion thereof) shall be deemed Proceeds of Common Collateral (or Proceeds of Unencumbered Collateral, as applicable) and shall be applied in accordance with the proceeds waterfall set forth in Article IV of this Agreemen

ARTICLE IV — APPLICATION OF PROCEEDS; WATERFALL

Section 4.1 — Application of Proceeds from Common Collateral All Proceeds of Common Collateral, whether received through enforcement, disposition, collection, casualty, condemnation, or otherwise, shall be applied by the Collateral Agent (or by the DIP Agent, if acting in lieu of the Collateral Agent) in the following order of priority: (1) First: To the payment of all reasonable and documented costs, fees, and expen

Section 4.2 — Application of Proceeds from Unencumbered Collateral All Proceeds of Unencumbered Collateral (that is, assets not subject to Pre-Petition Liens as of the Petition Date, on which first-priority DIP Liens have been granted under Sections 364(c)(2) and 364(c)(3) of the Bankruptcy Code) shall be applied by the Collateral Agent (or by the DIP Agent, if acting in lieu of the Collateral Agent) in the following

Section 4.3 — Adequate Protection Payments Current-pay interest at the applicable non-default contract rate (SOFR plus 450 basis points per annum for the First Lien Term Loan; SOFR plus 275 basis points per annum for the ABL Revolver) shall continue to be paid to the Pre-Petition Secured Lenders during the pendency of the Chapter 11 Case, in accordance with the terms of the Adequate Protection Stipulation and the DIP

Section 4.4 — Turnover (a) Pre-Petition Agent Turnover Obligation. If the Pre-Petition Agent or any Pre-Petition Secured Lender receives or obtains any Proceeds of Common Collateral or Proceeds of Unencumbered Collateral (other than adequate protection payments expressly permitted under the Adequate Protection Stipulation, the DIP Orders, and Section 4.3 of this Agreement), the Pre-Petition Agent shall hold such Proc

Section 4.5 — §507(b) Claims The §507(b) superpriority administrative expense claim granted to the Pre-Petition Secured Lenders as adequate protection is junior and subordinate in right, priority, and payment to the DIP Superpriority Claim under Section 364(c)(1) of the Bankruptcy Code. In the event that the §507(b) Claim and the DIP Superpriority Claim are both asserted against the Debtor's estate, the DIP Superprio

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — DIP Agent Representations The DIP Agent hereby represents and warrants to the Pre-Petition Agent as follows, as of the date hereof: (a) Organization. The DIP Agent is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full power and authority to own and hold its assets and to carry on its business as presently conducted. (b) Auth

Section 5.2 — Pre-Petition Agent Representations The Pre-Petition Agent hereby represents and warrants to the DIP Agent as follows, as of the date hereof: (a) Organization. The Pre-Petition Agent is a national banking association duly organized and validly existing under the laws of the United States, chartered by the Office of the Comptroller of the Currency (the "OCC"), and has full power and authority to own and h

Section 5.3 — Debtor's Acknowledgment The Debtor hereby acknowledges and consents to the terms and provisions of this Agreement, including the lien priorities, the proceeds waterfall, the standstill provisions, and the covenants and agreements set forth herein. The Debtor confirms the Collateral descriptions set forth in Exhibits A and B and the priority arrangements established by this Agreement and the DIP Orders.

ARTICLE VI — COVENANTS AND AGREEMENTS

Section 6.1 — Maintenance of Collateral (a) The Debtor shall maintain, preserve, and protect the Collateral in accordance with the terms and requirements of the DIP Credit Agreement, the DIP Security Agreement, the DIP Mortgages, and the DIP Orders. The Debtor shall not waste, destroy, or impair the Collateral (or permit the same to occur), except as permitted by the DIP Credit Agreement and the DIP Budget. (b) Witho

Section 6.2 — Insurance (a) The Debtor shall maintain at all times during the term of this Agreement insurance on the Collateral in such amounts, with such deductibles, and against such risks as required by the DIP Credit Agreement, the DIP Security Agreement, and the DIP Orders. Such insurance shall be maintained with financially sound and reputable insurance companies and shall name the Collateral Agent (for the be

Section 6.3 — Further Assurances Each Party hereto agrees to execute and deliver, from time to time, such additional documents, instruments, certificates, and agreements as may be reasonably necessary or appropriate to effectuate the terms and provisions of this Agreement, including, without limitation: (a) UCC financing statement amendments and continuation statements; (b) mortgage amendments, modifications, or supp