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: "Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent under the First Lien Credit Agreement, together with its successors and assigns in such capacity, with its principal office located at 320 Federal Street, Boston, Massachusetts

Section 1.02. Rules of Interpretation. (a) Unless the context otherwise requires, (i) references herein to any "Article," "Section," "Exhibit," or "Schedule" refer to Articles, Sections, Exhibits, and Schedules of and to this Agreement, (ii) references herein to any agreement, instrument, or document (including this Agreement) mean such agreement, instrument, or document as the same may be amended, restated, suppleme

Section 1.03. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles of conflicts of law thereof, other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law, which are hereby incorporated by reference.

Section 2.01. Priority of First Lien Obligations. (a) The First Lien Obligations are secured by first-priority security interests in and liens upon the Collateral, as more fully described in the Security Documents and summarized in Exhibit A hereto. The parties hereto acknowledge and agree that such security interests and liens securing the First Lien Obligations shall at all times be and remain senior and prior in r

Section 2.02. No Liens for Unsecured Notes Parties. (a) The Unsecured Notes Trustee agrees, on behalf of itself and each of the Unsecured Notes Parties, that neither the Unsecured Notes Trustee nor any Unsecured Notes Party will, directly or indirectly, acquire, accept, hold, or obtain any lien on or security interest in any Collateral or any other property of any Loan Party to secure any Unsecured Notes Obligations,

Section 2.03. Priority Regardless of Time, Manner, or Order of Perfection. The priority of the liens and security interests securing the First Lien Obligations, as established by this Agreement, shall be in full force and effect regardless of: (a) the time, manner, or order of attachment, grant, filing, recording, or perfection of any lien or security interest in the Collateral granted to, held by, or for the benefit

Section 2.04. Prohibition on Contesting Liens. (a) The Unsecured Notes Trustee, on behalf of itself and each of the Unsecured Notes Parties, hereby agrees that it will not (and hereby waives any right to), directly or indirectly, challenge, contest, oppose, or support any other person in challenging, contesting, or opposing: (i) the validity, creation, attachment, perfection, priority, or enforceability of any lien o

ARTICLE III ENFORCEMENT ACTIONS

Section 3.01. Exclusive Enforcement Rights of First Lien Collateral Agent. (a) Until the Discharge of First Lien Obligations has occurred, the First Lien Collateral Agent shall have the sole and exclusive right to exercise, and shall retain the exclusive power to direct the exercise of, any and all Enforcement Actions with respect to the Collateral, including without limitation the right to foreclose upon, sell, coll

Section 3.02. Standstill Period for Unsecured Notes Parties. (a) The Unsecured Notes Trustee and the Unsecured Notes Parties agree that they shall not exercise any right or remedy available to them under the Unsecured Notes Indenture, applicable law, or otherwise with respect to the Collateral, or seek to enforce any judgment against any Loan Party with respect to Collateral, for a period of not less than one hundred

Section 3.03. No Interference with Enforcement. The Unsecured Notes Trustee, on behalf of itself and each of the Unsecured Notes Parties, agrees that neither the Unsecured Notes Trustee nor any Unsecured Notes Party shall take any action that would interfere with, hinder, delay, or otherwise impede the exercise by the First Lien Collateral Agent or any First Lien Claimholder of any Enforcement Action with respect to

Section 3.04. Rights of Unsecured Notes Parties Preserved. Notwithstanding the foregoing provisions of this Article III, nothing in this Agreement shall be construed to prevent or restrict the Unsecured Notes Trustee or any Unsecured Notes Party from: (a) filing proofs of claim, statements of interest, or similar documents in any Insolvency or Liquidation Proceeding, in accordance with the procedures established by t

ARTICLE IV APPLICATION OF COLLATERAL PROCEEDS

Section 4.01. Proceeds Waterfall. All Collateral Proceeds received by the First Lien Collateral Agent, the Unsecured Notes Trustee, any First Lien Claimholder, any Unsecured Notes Party, or any other person in connection with any Enforcement Action, any sale, disposition, or other realization upon any Collateral (whether occurring inside or outside of an Insolvency or Liquidation Proceeding), or any distribution on a

Section 4.02. Turnover Provisions. (a) If, at any time prior to the Discharge of First Lien Obligations, the Unsecured Notes Trustee or any Unsecured Notes Party receives any Collateral Proceeds or any payment or distribution on account of the Unsecured Notes Obligations that is derived from, or constitutes, Collateral Proceeds (including any amounts received by the Unsecured Notes Trustee or any Unsecured Notes Part

Section 4.03. No Double Payment. Nothing in this Agreement shall require the Borrower or any Guarantor to make any payment to the Unsecured Notes Trustee or any Unsecured Notes Party in respect of Unsecured Notes Obligations that has previously been applied to the First Lien Obligations pursuant to Section 4.01. Payments applied in accordance with the Proceeds Waterfall shall be deemed to constitute payments of the a

ARTICLE V INSOLVENCY OR LIQUIDATION PROCEEDINGS

Section 5.01. Applicability in Insolvency Proceedings. This Agreement, and the relative rights, priorities, liens, and intercreditor arrangements established herein, shall continue in full force and effect notwithstanding the commencement of any Insolvency or Liquidation Proceeding with respect to any Loan Party. All references herein to any Loan Party shall include such Loan Party as a debtor or debtor-in-possession

Section 5.02. DIP Financing and Adequate Protection. The Unsecured Notes Trustee, on behalf of itself and each of the Unsecured Notes Parties, agrees that in any Insolvency or Liquidation Proceeding involving any Loan Party: (a) DIP Financing. The Unsecured Notes Parties shall not object to, oppose, contest, or support any objection to, any DIP Financing provided to or for the benefit of any Loan Party (as debtor or

Section 5.03. Asset Sales in Insolvency. The Unsecured Notes Trustee, on behalf of itself and each of the Unsecured Notes Parties, agrees that the Unsecured Notes Parties shall not object to, oppose, contest, or support any objection to, any sale, transfer, or other disposition of any Collateral (or any other assets of any Loan Party) pursuant to Section 363 of the Bankruptcy Code or any comparable provision of appli

Section 5.04. Avoidance Action Proceeds. In the event that the First Lien Claimholders are required, by a final, non-appealable order of a court of competent jurisdiction in any Insolvency or Liquidation Proceeding, to disgorge, return, pay over, or otherwise surrender any Collateral Proceeds previously received by them (whether pursuant to an avoidance action under Sections 544, 547, 548, 549, or 550 of the Bankrupt

Section 5.05. Post-Petition Interest. Neither the Unsecured Notes Trustee nor any Unsecured Notes Party shall oppose, object to, or contest the payment, allowance, or inclusion of post-petition interest, post-petition fees, or post-petition expenses on or in respect of the First Lien Obligations (including interest at the default rate applicable under the First Lien Credit Agreement), to the extent of the value of th

Section 6.01. Release of Liens on Collateral. If, in connection with any Enforcement Action, any sale or other disposition of Collateral permitted under the First Lien Credit Agreement or the Security Documents, or any Insolvency or Liquidation Proceeding, the First Lien Collateral Agent releases (or is deemed under the First Lien Credit Agreement or any Security Document to have released) any lien, security interest

Section 6.02. Release of Guarantees. If, in connection with any Enforcement Action or any transaction permitted under the First Lien Credit Agreement (including any sale, merger, dissolution, or other disposition of a Guarantor or all or substantially all of its assets), any Guarantor is released from its guarantee obligations under the guarantee provisions of the First Lien Credit Agreement, the Unsecured Notes Trus

ARTICLE VII REFINANCING; REPLACEMENT FACILITIES

Section 7.01. Permitted Refinancing of First Lien Obligations. (a) The First Lien Obligations may be refinanced, replaced, amended, restated, extended, renewed, or restructured, in whole or in part, at any time and from time to time, without the consent of the Unsecured Notes Trustee or any Unsecured Notes Party, and this Agreement shall continue in full force and effect with respect to any such refinanced, replaced,

Section 7.02. Permitted Refinancing of Unsecured Notes Obligations. The Unsecured Notes Obligations may be refinanced, replaced, extended, renewed, or restructured, in whole or in part, at any time and from time to time, provided that the replacement trustee, agent, or representative under any such refinancing or replacement facility executes and delivers to the First Lien Collateral Agent and the Borrower a joinder

ARTICLE VIII REPRESENTATIONS AND WARRANTIES

Section 8.01. Representations of Each Party. Each party hereto represents and warrants to each other party hereto, as of the date hereof, as follows: (a) Organization and Existence. It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. In this regard: (i) Crescent Harbor Bank, N.A. is a national banking association duly organized and existing under the Nation

Section 8.02. Representations of the Borrower. The Borrower represents and warrants to each other party hereto, as of the date hereof, as follows: (a) The information provided by or on behalf of the Borrower regarding the Collateral, the Security Documents, and the assets and properties of the Loan Parties is true and correct in all material respects as of the date hereof, and no material information has been omitted

ARTICLE IX AGREEMENTS OF THE UNSECURED NOTES TRUSTEE

Section 9.01. Agreement to be Bound. Pinnacle Trust Company, in its capacity as Unsecured Notes Trustee, hereby agrees, on behalf of itself and each of the Unsecured Notes Parties, to be bound by and to comply with all of the terms and provisions of this Agreement and to act in accordance herewith in its capacity as Trustee under the Unsecured Notes Indenture. The Unsecured Notes Trustee acknowledges that its obligat

Section 9.02. No Duty to Investigate. The Unsecured Notes Trustee shall be entitled to rely conclusively upon any certificate, notice, instruction, request, direction, or other document or communication furnished to it by the First Lien Collateral Agent, the Borrower, or any other person pursuant to this Agreement, without conducting any independent investigation or verification of the matters stated therein or the a

Section 9.03. Compensation and Indemnification. The Borrower agrees to pay the reasonable and documented fees and out-of-pocket expenses of the Unsecured Notes Trustee (including the reasonable and documented fees and disbursements of one firm of counsel engaged by the Unsecured Notes Trustee) incurred in connection with the negotiation, execution, delivery, administration, and performance of this Agreement. The Borr

ARTICLE X AGREEMENTS OF THE FIRST LIEN COLLATERAL AGENT

Section 10.01. Acting in Accordance with First Lien Credit Agreement. Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, acts hereunder in its capacity as collateral agent under an