Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the following meanings: "Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent under the First Lien Credit Agreement, together with its successors and assigns in such capacity. "Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time,

Section 1.02 — Rules of Interpretation Unless the context otherwise requires: (a) Terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the First Lien Credit Agreement as in effect on the date hereof (or, in the case of terms relating to the Unsecured Notes, in the Unsecured Notes Indenture as in effect on the date hereof). (b) References to "Sections," "Articles," "Exhibits,"

Section 1.03 — UCC Terms Terms defined in the Uniform Commercial Code of the State of New York (including Articles 8 and 9 thereof) and used but not otherwise defined in this Agreement shall have the meanings set forth in the Uniform Commercial Code of the State of New York. To the extent that the definition of any term used herein is modified by the Uniform Commercial Code of any other applicable jurisdiction, as th

ARTICLE II — PRIORITY OF CLAIMS; LIEN SUBORDINATION

Section 2.01 — Relative Priority of First Lien Claims and Unsecured Claims (a) The Parties acknowledge and agree that the First Lien Claims are secured by first-priority liens on the Collateral pursuant to the First Lien Loan Documents. The Unsecured Claims are general unsecured senior obligations of the Loan Parties and are not secured by any lien on the Collateral or any other assets of the Borrower or the Guaranto

Section 2.02 — Nature of Unsecured Claims (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, hereby acknowledges and agrees that the Unsecured Claims are unsecured obligations of the Loan Parties and that neither the Unsecured Notes Trustee nor any Unsecured Noteholder has any lien on or security interest in any of the Collateral. The Unsecured Notes Trustee further acknowledges and a

Section 2.03 — Prohibition on Contesting Liens (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that it shall not (and hereby waives any right to) contest, challenge, object to, or raise any defense to the validity, priority, enforceability, perfection, or non-avoidability of any lien on the Collateral securing the First Lien Claims, whether in any Insolvency Proceeding or ot

Section 2.04 — No New Liens (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that neither the Unsecured Notes Trustee nor any Unsecured Noteholder shall acquire, accept, hold, or obtain any lien on the Collateral or any other assets of the Loan Parties, whether by contract, operation of law, judicial process, or otherwise. If any such lien is nonetheless acquired, accepted, h

ARTICLE III — ENFORCEMENT OF COLLATERAL

Section 3.01 — Exclusive Enforcement Rights of First Lien Collateral Agent (a) The Parties acknowledge and agree that, until the Discharge of First Lien Claims has occurred, only the First Lien Collateral Agent (acting at the direction of the Required First Lien Lenders in accordance with the First Lien Credit Agreement) shall have the right to take any Enforcement Action with respect to the Collateral. The First Lie

Section 3.02 — Standstill on Unsecured Claims Enforcement (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that, for so long as the First Lien Claims remain outstanding (i.e., until the Discharge of First Lien Claims has occurred), it shall not commence or pursue any Enforcement Action against the Collateral, regardless of whether the First Lien Collateral Agent is then exerc

Section 3.03 — Reinstatement If, at any time after the Discharge of First Lien Claims has occurred, any Recovery previously applied to the First Lien Claims is subsequently required to be returned, disgorged, or repaid by any First Lien Secured Party (whether by reason of the avoidance of such Recovery as a voidable preference under Section 547 of the Bankruptcy Code, as a fraudulent transfer under Section 548 of the

Section 3.04 — Application of Proceeds All Proceeds of Collateral received by any Person in connection with any Enforcement Action, Insolvency Proceeding, or other disposition or realization upon the Collateral shall be applied in the following order of priority: First, to the payment of all costs, expenses, fees, and indemnities of the First Lien Collateral Agent (including reasonable attorneys' fees, consultants' f

Section 3.05 — Turnover of Collateral Proceeds (a) If the Unsecured Notes Trustee or any Unsecured Noteholder receives any Recovery from the Collateral or Proceeds thereof at any time prior to the Discharge of First Lien Claims (whether by payment, distribution, set-off, or otherwise), in contravention of the terms of this Agreement, the Unsecured Notes Trustee or such Unsecured Noteholder, as applicable, shall: (i)

ARTICLE IV — INSOLVENCY PROCEEDINGS

Section 4.01 — General Provisions in Insolvency (a) The provisions of this Agreement shall continue in full force and effect notwithstanding the commencement of any Insolvency Proceeding by or against the Borrower or any other Loan Party. The relative rights and priorities established in this Agreement shall not be altered, modified, or affected in any way by the commencement of any such Insolvency Proceeding, and al

Section 4.02 — DIP Financing (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that, in any Insolvency Proceeding involving the Borrower or any other Loan Party, it shall not object to (and hereby consents to) any DIP Financing or any motion for the use of cash collateral (as defined in Section 363(a) of the Bankruptcy Code) filed by the Borrower or any Loan Party (or any trus

Section 4.03 — Relief from Stay (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that it shall not seek, request, or cause to be sought or requested, relief from the automatic stay under Section 362 of the Bankruptcy Code (or any comparable stay, injunction, or other restraining order under applicable law) with respect to the Collateral without the prior written consent of th

Section 4.04 — Asset Sales in Insolvency (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that it shall not object to any sale, transfer, or other disposition of any Collateral under Section 363 of the Bankruptcy Code (or any comparable provision of applicable law) if such sale, transfer, or disposition has been consented to by the First Lien Collateral Agent (acting at the d

Section 4.05 — Plans of Reorganization (a) The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that it shall not oppose, object to, or vote against any plan of reorganization, liquidation, or adjustment that has been accepted or supported by the First Lien Collateral Agent (acting at the direction of the Required First Lien Lenders) solely on the basis of the treatment of liens on t

Section 4.06 — Avoidance Actions The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, agrees that it shall not assert, support, or otherwise participate in any claim, action, or proceeding seeking to avoid, invalidate, recharacterize, subordinate (whether equitable or otherwise), or otherwise challenge the liens securing the First Lien Claims under Section 544, 545, 547, 548, 549, 550, 551,

Section 4.07 — Post-Petition Interest The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, acknowledges and agrees that, in any Insolvency Proceeding, the First Lien Secured Parties are entitled to receive post-petition interest on the First Lien Claims (including interest at the default rate, which is 200 basis points (2.00%) per annum above the otherwise applicable rate under the First Li

ARTICLE V — WAIVERS AND AGREEMENTS

Section 5.01 — Waivers by the Unsecured Notes Trustee The Unsecured Notes Trustee, on behalf of itself and each Unsecured Noteholder, hereby irrevocably waives: (a) Waiver of marshaling. Any right to assert the doctrine of marshaling with respect to the Collateral. The Unsecured Notes Trustee agrees that the First Lien Collateral Agent shall have no obligation to marshal any particular Collateral for the benefit of t

Section 5.02 — Agreements Regarding Collateral Release (a) If the First Lien Collateral Agent releases (or agrees to release) any lien on any Collateral in connection with a sale, transfer, or other disposition of such Collateral that is permitted under the terms of the First Lien Credit Agreement, the Unsecured Notes Trustee shall be deemed to have consented to such release (to the extent of any inchoate, future, or

Section 5.03 — Acknowledgment of Separate Obligations (a) The Unsecured Notes Trustee acknowledges and agrees that the First Lien Claims and the Unsecured Claims are separate and distinct obligations of the Loan Parties. The First Lien Claims arise under the First Lien Credit Agreement and the other First Lien Loan Documents, and the Unsecured Claims arise under the Unsecured Notes Indenture and the Unsecured Notes.

ARTICLE VI — AMENDMENTS TO FIRST LIEN CREDIT AGREEMENT AND UNSECURED NOTES INDENTURE

Section 6.01 — Permitted Amendments — First Lien Credit Agreement (a) The First Lien Credit Agreement and the other First Lien Loan Documents may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time without notice to or consent of the Unsecured Notes Trustee or any Unsecured Noteholder, and without affecting the rights and obligations set forth in thi

Section 6.02 — Permitted Amendments — Unsecured Notes Indenture (a) The Unsecured Notes Indenture and the Unsecured Notes may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time without the consent of the First Lien Collateral Agent or any First Lien Secured Party; provided that no such amendment, restatement, supplement, refinancing, replacement, or

Section 6.03 — Refinancing (a) In the event of any refinancing of all or any portion of the First Lien Claims (whether through a new credit agreement, an amendment and restatement of the existing First Lien Credit Agreement, or otherwise), the holders of the refinancing first lien indebtedness (and their administrative agent and collateral agent) shall be entitled to the benefits of this Agreement upon execution and

ARTICLE VII — REPRESENTATIONS AND ACKNOWLEDGMENTS

Section 7.01 — Representations of the First Lien Collateral Agent Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, represents and warrants to the other Parties that: (a) It has been duly and validly appointed as collateral agent under the First Lien Credit Agreement and has full power, authority, and legal right to execute, deliver, and perform this Agreement in its capacity as First Lien C

Section 7.02 — Representations of the Unsecured Notes Trustee Pinnacle Trust Company, in its capacity as Unsecured Notes Trustee, represents and warrants to the other Parties that: (a) It has been duly and validly appointed as trustee under the Unsecured Notes Indenture and has full power, authority, and legal right to execute, deliver, and perform this Agreement in its capacity as Unsecured Notes Trustee. (b) The ex

Section 7.03 — Representations and Acknowledgments of the Borrower Nexford Industrial Holdings Inc., as Borrower, represents, warrants, acknowledges, and agrees as follows: (a) The Borrower acknowledges and agrees to all of the provisions of this Agreement and confirms that the terms and conditions set forth herein are consistent with the requirements and provisions of the First Lien Credit Agreement and the Unsecure

ARTICLE VIII — PROVISIONS RELATING TO THE AGENTS

Section 8.01 — First Lien Collateral Agent (a) Crescent Harbor Bank, N.A. enters into and performs this Agreement solely in its capacity as First Lien Collateral Agent under the First Lien Credit Agreement and not in its individual or personal capacity. All actions taken by the First Lien Collateral Agent hereunder are taken in its capacity as agent for and representative of the First Lien Secured Parties. In no even