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: "Adjusted Term SOFR" means the rate per annum determined in accordance with the Term Loan Credit Agreement, being the Term SOFR Rate plus a credit spread adjustment of 0.10% for one-month interest periods, 0.15% for three-month interest periods, and 0.25% for six-month interest periods, subject to a floo

Section 1.02 — Rules of Interpretation Unless the context of this Agreement otherwise requires: (a) words importing the singular include the plural and vice versa; (b) references to "including" (and similar expressions) shall be construed as illustrative and shall not limit the generality of the words preceding or following such term (and shall be deemed to be followed by the phrase "without limitation"); (c) the wor

Section 1.03 — Revolving Credit Agreement and Term Loan Credit Agreement To the extent any capitalized term used but not defined in this Agreement is defined in both the Term Loan Credit Agreement and the Revolving Credit Agreement, and such term is defined differently in such agreements, the meaning of such term as used in this Agreement shall be determined by reference to the Term Loan Credit Agreement; provided th

ARTICLE II — LIEN PRIORITY AND PARI PASSU TREATMENT

Section 2.01 — Pari Passu Liens (a) The parties hereto hereby agree and acknowledge that the liens on the Shared Collateral securing the Term Loan Obligations and the liens on the Shared Collateral securing the Revolving Credit Obligations are pari passu in right and priority with one another. Neither the Term Loan Secured Parties nor the Revolving Credit Secured Parties shall have any priority over the other with re

Section 2.02 — Prohibition on Contesting Liens (a) Each party hereto agrees that it will not (and will not direct, instruct, or authorize any other Person to) contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any lien granted to the other party's Secured Parties on any of the Shared Collateral, whether in any Insolvency Proceeding, in any judicial or administrative

Section 2.03 — No New Liens (a) Neither the Term Loan Agent nor the Revolving Credit Agent shall acquire, accept, or hold any lien on any asset or property of the Borrower or any Guarantor to secure the Term Loan Obligations or the Revolving Credit Obligations, as applicable, unless such asset or property is also subject to a pari passu lien for the benefit of the other set of Secured Parties in accordance with this

Section 2.04 — Perfection of Liens (a) Crescent Harbor Bank, National Association, in its capacity as Collateral Agent, shall hold all Shared Collateral and all security interests and liens thereon for the ratable benefit of both the Term Loan Secured Parties and the Revolving Credit Secured Parties. The Collateral Agent shall maintain in its possession or under its control all original certificates representing pled

ARTICLE III — ACTIONS WITH RESPECT TO SHARED COLLATERAL

Section 3.01 — Enforcement Actions; Standstill (a) Initiation of Enforcement Actions. No Secured Party shall take any Enforcement Action with respect to any Shared Collateral except through and at the direction of the Collateral Agent. No individual Term Loan Lender or Revolving Credit Lender shall have any independent right to take any Enforcement Action against any Shared Collateral, and any such action shall be ta

Section 3.02 — Exercise of Remedies (a) The Collateral Agent shall exercise remedies with respect to the Shared Collateral as directed by the Majority Directing Party, including (i) the commencement of judicial or non-judicial foreclosure proceedings with respect to any Mortgaged Property, (ii) the conducting of any UCC Article 9 disposition of personal property constituting Shared Collateral, (iii) the exercise of s

Section 3.03 — Standstill Period (a) If the Secured Parties constituting the minority group (that is, the group of Secured Parties that does not constitute the Majority Directing Party) disagree with the direction given by the Majority Directing Party with respect to any Enforcement Action, such minority group shall not independently initiate, direct, or cause the commencement of any Enforcement Action with respect t

Section 3.04 — Cooperation; Access (a) Each Agent and each group of Secured Parties shall cooperate fully with the Collateral Agent in connection with any Enforcement Action, including by providing access to books, records, and other documents in its possession relating to the Shared Collateral. (b) The Borrower and each Guarantor, by their acknowledgment hereof, agree to provide the Collateral Agent and the Secured

Section 3.05 — Insurance and Condemnation Proceeds (a) All proceeds of property and casualty insurance policies maintained by the Borrower or any Guarantor with respect to any Shared Collateral (including the Mortgaged Properties), to the extent payable to the Collateral Agent as loss payee, mortgagee, or additional insured, shall be applied in accordance with the Waterfall set forth in Article IV hereof, or as other

ARTICLE IV — APPLICATION OF PROCEEDS; WATERFALL

Section 4.01 — Application of Proceeds All proceeds received by the Collateral Agent from any Enforcement Action, sale, disposition, collection, or other realization upon any Shared Collateral, and all proceeds received from insurance or condemnation events with respect to Shared Collateral (in each case, to the extent not applied to restoration of the affected property in accordance with the applicable Credit Agreem

Section 4.02 — Pro Rata Sharing (a) The pro rata share of each set of Secured Parties in the application of proceeds pursuant to the Waterfall shall be determined by dividing (x) the aggregate outstanding amount of such Secured Party group's obligations at the time of distribution by (y) the aggregate outstanding amount of all obligations secured by the Shared Collateral at the time of distribution. For purposes of t

Section 4.03 — Turnover (a) If any Secured Party (or any Agent acting on behalf of any Secured Party) receives any proceeds of Shared Collateral in excess of its pro rata share as determined in accordance with Section 4.02 hereof, whether through the exercise of setoff rights, banker's lien, counterclaim, cross-claim, or otherwise, such Secured Party (or Agent) shall promptly turn over such excess amount to the Colla

Section 4.04 — Subrogation No Secured Party shall be subrogated to the rights of any other Secured Party with respect to the Shared Collateral until the indefeasible Discharge of all obligations owed to such other Secured Party group. Until such time, each Secured Party hereby waives any right of subrogation that it may have against the Borrower or any Guarantor, or with respect to any Shared Collateral, by reason of

ARTICLE V — RELEASE OF LIENS; AMENDMENT OF COLLATERAL DOCUMENTS

Section 5.01 — Release of Liens (a) If the Collateral Agent, acting at the direction of the Majority Directing Party or as required under the terms of the applicable Credit Agreement (including in connection with any permitted disposition of assets), releases any lien on any Shared Collateral, such release shall automatically and simultaneously release the liens of both the Term Loan Secured Parties and the Revolving

Section 5.02 — Release upon Discharge of One Set of Obligations (a) Upon the Discharge of the Term Loan Obligations (but not the Revolving Credit Obligations), (i) the Revolving Credit Secured Parties shall continue to have the benefit of the liens on the Shared Collateral, (ii) the Collateral Agent shall continue to hold such Shared Collateral for the benefit of the Revolving Credit Secured Parties, (iii) the Term L

Section 5.03 — Amendments to Collateral Documents (a) No amendment, modification, supplement, or waiver of any Collateral Document that would materially and adversely affect the rights of either set of Secured Parties under this Agreement or the Collateral Documents shall be effective without the prior written consent of the requisite lenders under both the Term Loan Credit Agreement and the Revolving Credit Agreemen

Section 5.04 — Additional Guarantors and Grantors (a) If any additional subsidiary of the Borrower is required to become a Guarantor under either Credit Agreement (whether as a result of an acquisition, a formation of a new subsidiary, or otherwise), such subsidiary shall also be required to become a Grantor under the Collateral Documents for the ratable benefit of both sets of Secured Parties and shall execute and d

ARTICLE VI — INSOLVENCY PROCEEDINGS; BANKRUPTCY

Section 6.01 — Applicability The provisions of this Article VI shall apply at all times during and in connection with any case, proceeding, or other action under the Bankruptcy Code or any similar federal, state, or foreign insolvency, reorganization, receivership, or similar law (each, an "Insolvency Proceeding") with respect to the Borrower or any Guarantor. The provisions of this Article VI are intended to be enfo

Section 6.02 — Filing of Claims Each set of Secured Parties (through their respective Agent) shall have the right to file proofs of claim and participate in any Insolvency Proceeding involving the Borrower or any Guarantor; provided that such participation shall be conducted in a manner consistent with the pari passu treatment and waterfall provisions of this Agreement. Each Agent shall provide reasonable prior notic

Section 6.03 — DIP Financing (a) If the Borrower or any Guarantor becomes a debtor-in-possession in an Insolvency Proceeding and seeks authority under Section 364 of the Bankruptcy Code to obtain DIP Financing: (i) Each party hereto consents in advance to the provision of DIP Financing by the other party's Secured Parties or their affiliates, provided that such DIP Financing is secured by liens on the Shared Collater

Section 6.04 — Adequate Protection (a) Each set of Secured Parties shall be entitled to seek adequate protection in an Insolvency Proceeding with respect to its interest in the Shared Collateral, including adequate protection in the form of replacement liens, periodic cash payments, additional or replacement liens, or other relief provided under Section 361 of the Bankruptcy Code. (b) Any adequate protection payments

Section 6.05 — Relief from Stay (a) Neither set of Secured Parties shall seek relief from the automatic stay imposed by Section 362 of the Bankruptcy Code (or any similar stay imposed under any other applicable insolvency law) with respect to any Shared Collateral without the consent of the Majority Directing Party. (b) Notwithstanding the foregoing, after the expiration of a standstill period analogous to the Stands

Section 6.06 — Post-Petition Interest; Fees Each party's right to post-petition interest, fees, costs, charges, and expenses (to the extent allowed under Section 506(b) of the Bankruptcy Code or any similar provision of applicable law) shall be treated as part of such party's obligations for purposes of the Waterfall set forth in Article IV hereof. Neither set of Secured Parties shall assert that post-petition intere

Section 6.07 — Avoidance Actions (a) Proceeds of any avoidance actions brought under Sections 544, 545, 547, 548, 549, 550, and 553 of the Bankruptcy Code (or analogous provisions of applicable state or foreign law), to the extent such proceeds relate to Shared Collateral or are attributable to transfers of Shared Collateral, shall be applied in accordance with the Waterfall set forth in Article IV hereof. (b) Each p

Section 6.08 — Plan of Reorganization Neither set of Secured Parties shall support, vote in favor of, or consent to any plan of reorganization, plan of liquidation, or similar dispositive plan in any Insolvency Proceeding that is inconsistent with the pari passu treatment and waterfall provisions of this Agreement, unless the other set of Secured Parties (through their respective Agent) has consented to such plan in

ARTICLE VII — THE COLLATERAL AGENT

Section 7.01 — Appointment and Authorization (a) Each of the Term Loan Secured Parties and the Revolving Credit Secured Parties hereby irrevocably appoints and authorizes Crescent Harbor Bank, National Association to act as Collateral Agent under this Agreement and the Collateral Documents, with such powers and duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the Collateral

Section 7.02 — Duties and Responsibilities (a) The Collateral Agent shall have only such duties and responsibilities as are expressly set forth in this Agreement and the Collateral Documents. The Collateral Agent shall act in accordance with the written directions of the Majority Directing Party in all matters relating to the Shared Collateral, subject to the limitations set forth herein. (b) The Collateral Agent sha

Section 7.03 — Exculpation; Limitation of Liability (a) The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Collateral Document, except for its own gross negligence, willful misconduct, or bad faith, as determined by a court of competent jurisdiction in a final, non-appealable judgment. (b) The Collateral Agent shall not be respo

Section 7.04 — Resignation and Removal (a) The Collateral Agent may resign at any time by giving thirty (30) days' prior written notice to the Term Loan Agent, the Revolving Credit Agent, and the Borrower. Upon the effective date of such resignation, the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, but shall continue to hold any Shared Collateral in its possessio