Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the following meanings: "ABL Priority Collateral" has the meaning assigned to such term in the Credit Agreement. "Agent" means, collectively, the Term Loan Agent and the Revolving Agent; and individually, either of them. "Agreement" means this Intercreditor Agreement, as it may be amended, restated, supplemented, or otherwise modifie

Section 1.02 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) Terms defined in the UCC that are not otherwise defined herein shall have the meanings assigned to such terms in the UCC. (b) The headings and captions in this Agreement are inserted for convenience of reference only and shall not define, limit, or otherwise affect the meaning or construction of any provisi

Section 1.03 — Credit Agreement Definitions Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in the Credit Agreement. In the event of any conflict between the definitions set forth in this Agreement and the definitions set forth in the Credit Agreement, the definitions in this Agreement shall control for purposes of this Agreement.

ARTICLE II — LIEN PRIORITY AND SUBORDINATION

Section 2.01 — Pari Passu Lien Priority (a) The liens on the Shared Collateral securing the Term Loan Obligations and the liens on the Shared Collateral securing the Revolving Credit Obligations shall at all times rank pari passu with each other (the "Lien Priority"). Neither the Term Loan Agent (on behalf of the Term Loan Secured Parties) nor the Revolving Agent (on behalf of the Revolving Credit Secured Parties) sh

Section 2.02 — Nature of Obligations Secured (a) The liens on the Shared Collateral held by the Term Loan Agent secure the payment and performance of all Term Loan Obligations, including (i) the outstanding principal amount under the Term Loan Facility in an aggregate original principal amount of Five Hundred Million Dollars ($500,000,000), (ii) all interest thereon (including interest accruing at a rate per annum eq

Section 2.03 — Prohibition on Contesting Liens (a) Each Agent, on behalf of itself and each Secured Party for which it acts as agent, hereby agrees that it shall not (and shall not direct or authorize any Secured Party to) at any time contest, object to, seek to invalidate, seek to avoid, or otherwise challenge the validity, enforceability, attachment, perfection, or priority of any lien held by the other Agent on an

Section 2.04 — No New Liens (a) If at any time after the date hereof, any Loan Party grants a lien to either Agent on any property or asset that constitutes Shared Collateral (or would constitute Shared Collateral if both Agents held a lien thereon) on which a lien has not been previously granted to the other Agent, then: (i) the Agent receiving such lien (the "New Lien Agent") shall promptly (and in any event within

ARTICLE III — ENFORCEMENT OF LIENS AND APPLICATION OF PROCEEDS

Section 3.01 — Exercise of Remedies; Standstill (a) Right to Enforce. Subject to the provisions of this Agreement, either Agent may commence or take an Enforcement Action at any time following the occurrence and during the continuance of an event of default under the applicable Loan Documents. No standstill period is required, and each Agent shall have independent enforcement rights with respect to the Shared Collate

Section 3.02 — Application of Proceeds (Waterfall) (a) General. All proceeds received by either Agent (or any Secured Party) from the exercise of remedies, Enforcement Actions, or other realization on any Shared Collateral (including any sale, foreclosure, collection, or other disposition of any Shared Collateral), together with any insurance proceeds, condemnation awards, or other amounts received with respect to Sh

Section 3.03 — Actions by Agents (a) Each Agent shall act solely in its capacity as agent for the respective class of Secured Parties that it represents (that is, the Term Loan Agent shall act solely for the benefit of the Term Loan Secured Parties, and the Revolving Agent shall act solely for the benefit of the Revolving Credit Secured Parties) and shall have no duty, responsibility, or obligation to the Secured Par

Section 3.04 — Rights of Subrogation (a) Upon the Discharge of Revolving Credit Obligations, the Revolving Agent (on behalf of the Revolving Credit Secured Parties) shall, to the extent of payments that would have been received by the Term Loan Secured Parties with respect to the Shared Collateral but for the priority of application set forth in Section 3.02, be subrogated to the rights of the Term Loan Secured Parti

Section 3.05 — Turnover (a) If either Agent or any Secured Party receives any proceeds of Shared Collateral, or any payment or distribution with respect to Shared Collateral (including insurance proceeds, condemnation awards, or other amounts), that should have been applied in accordance with Section 3.02 but were not so applied (whether received by mistake, by operation of law, or otherwise), such Agent or Secured P

ARTICLE IV — RELEASE OF LIENS; AMENDMENTS TO LOAN DOCUMENTS

Section 4.01 — Release of Liens on Shared Collateral (a) If either Agent releases its lien on any Shared Collateral in connection with any sale, transfer, or other disposition of such Shared Collateral that is permitted under the applicable Loan Documents (including any disposition permitted under the Credit Agreement or approved by the requisite Lenders or Agents thereunder), the other Agent shall be deemed to have

Section 4.02 — Amendments to Loan Documents (a) Each Agent may agree, without the prior written consent of the other Agent, to any amendment, restatement, supplement, waiver, or modification of its respective Loan Documents (including, without limitation, changes to interest rates, maturity dates, amortization schedules, financial covenants, or other terms and conditions); provided, however, that no such amendment, r

Section 4.03 — Permitted Refinancings (a) Any Refinancing of all or any portion of the Term Loan Obligations or the Revolving Credit Obligations shall be permitted under this Agreement; provided that the holders of the refinancing obligations (or their agent or representative) shall have agreed in writing to be bound by this Agreement (or shall have entered into a replacement intercreditor agreement with the non-refi

ARTICLE V — INSOLVENCY PROCEEDINGS

Section 5.01 — Applicability This Article V governs the rights and obligations of the Agents and the Secured Parties in any Insolvency Proceeding affecting any Loan Party, including any case commenced under the Bankruptcy Code, any receivership or similar proceeding under state or federal law, or any comparable proceeding under foreign law. The provisions of this Article V shall apply in addition to, and not in limit

Section 5.02 — DIP Financing If any Loan Party becomes subject to an Insolvency Proceeding, the following provisions shall apply with respect to DIP Financing: (a) Right to Seek DIP Financing. Either Agent may seek, propose, consent to, or support DIP Financing to be provided to any debtor Loan Party, which DIP Financing may be secured by liens on the Shared Collateral; provided that any such liens granted in connect

Section 5.03 — Relief from Stay (a) Each Agent may seek relief from the automatic stay imposed by Section 362 of the Bankruptcy Code (or any similar stay or injunction under applicable law) with respect to the Shared Collateral, in order to exercise any rights or remedies with respect thereto in accordance with this Agreement and applicable law. (b) Neither Agent shall oppose any motion by the other Agent for relief

Section 5.04 — Adequate Protection (a) If either Agent receives adequate protection payments (whether in the form of cash payments, additional or replacement liens, superpriority administrative expense claims, or otherwise) in any Insolvency Proceeding with respect to the Shared Collateral, such payments shall be shared with the other Agent on a pro rata basis, based on the then-outstanding principal amounts of the r

Section 5.05 — Avoidance Actions (a) Neither Agent shall, on behalf of itself or the Secured Parties it represents, assert or support any claim that any payment or transfer made to the other Agent (or to any Secured Party represented by the other Agent) prior to the commencement of an Insolvency Proceeding constitutes a preferential transfer under Section 547 of the Bankruptcy Code, a fraudulent conveyance or fraudul

Section 5.06 — No Waiver of Rights Except as expressly provided in this Article V, nothing in this Agreement shall limit, restrict, or otherwise affect either Agent's rights under the Bankruptcy Code or any other applicable law governing Insolvency Proceedings, including the right to (a) file and prosecute proofs of claim with respect to the Obligations owed to the Secured Parties it represents, (b) vote (or direct i

Section 5.07 — Post-Petition Interest Both the Term Loan Agent and the Revolving Agent shall be entitled to seek the allowance of post-petition interest (including default-rate interest) on their respective Obligations to the extent permitted under Section 506(b) of the Bankruptcy Code or otherwise. Neither Agent shall oppose, object to, or seek to reduce the other Agent's claim for post-petition interest to the exte

Section 5.08 — Asset Sales in Insolvency (a) In the event of any sale or other disposition of Shared Collateral under Section 363 of the Bankruptcy Code (or any analogous provision of applicable law), the proceeds of such sale or disposition shall be applied in accordance with the waterfall set forth in Section 3.02 of this Agreement. (b) Both Agents consent to a sale of Shared Collateral free and clear of liens unde

ARTICLE VI — ADDITIONAL AGREEMENTS AND WAIVERS

Section 6.01 — Agreements Regarding Actions with Respect to Collateral (a) Each Agent agrees that it shall not take any action with respect to the Shared Collateral that is inconsistent with the terms of this Agreement. Without limiting the generality of the foregoing, each Agent agrees that it shall not (i) seek to establish a priority with respect to its liens on the Shared Collateral that is different from the Lie

Section 6.02 — No Duty of Care (a) Neither Agent shall owe any fiduciary duty, duty of care, or other duty or obligation to the Secured Parties represented by the other Agent. Without limiting the generality of the foregoing, neither Agent shall have any duty to (i) preserve, protect, insure, or maintain the Shared Collateral for the benefit of the other Agent or the other class of Secured Parties, (ii) maximize the

Section 6.03 — Information Sharing (a) Each Agent shall provide to the other Agent, upon the reasonable written request of the other Agent: (i) copies of any notice of default or event of default delivered or received by such Agent under its respective Loan Documents; (ii) copies of any notice of acceleration of the maturity of the Obligations under its respective Loan Documents; (iii) copies of any notice relating t

Section 6.04 — Insurance and Condemnation Proceeds (a) Insurance proceeds and condemnation awards with respect to the Shared Collateral shall be applied in accordance with the Credit Agreement. To the extent the Credit Agreement or any other Loan Document requires the application of insurance proceeds or condemnation awards to reduce the Obligations, such proceeds shall be applied in accordance with the waterfall set

Section 6.05 — Bailee for Perfection (a) To the extent that any Shared Collateral (including any certificated securities, instruments, chattel p