Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Administrative Agent" means Meridian Atlantic Bank, N.A., a national banking association, with its principal office at 383 Madison Avenue, New York, NY 10179, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity. "Adjusted Term SOFR Rate" has the

Section 1.2 — Rules of Interpretation (a) Unless the context otherwise requires, (i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms, (iii) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "witho

Section 1.3 — Incorporation by Reference Unless otherwise defined herein or unless the context otherwise requires, all capitalized terms used and not defined in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement as in effect on the date hereof, and each such definition is incorporated herein by reference. In the event of a conflict between a definition set forth in this A

Section 2.1 — Relative Priorities of Liens (a) Notwithstanding the date, manner, or order of grant, attachment, or perfection of any Liens on the Collateral granted to the First Lien Collateral Agent or held by or on behalf of any Secured Party, and notwithstanding any provision of the UCC or any other applicable law, or any other circumstance whatsoever (including any defect in, or non-perfection of, any such Lien),

Section 2.2 — Prohibition on Contesting Liens (a) Each party hereto agrees that it shall not (and hereby waives any right to), directly or indirectly, challenge, contest, or support any other person in challenging or contesting the validity, enforceability, perfection, or priority of any Lien held by or on behalf of the First Lien Collateral Agent on any Collateral. (b) No party hereto shall seek, and each party here

Section 2.3 — No New Liens Without Compliance (a) No Grantor shall create, incur, assume, or suffer to exist any Lien on any Collateral to secure any obligation (other than First Lien Obligations and Permitted Liens) unless such Lien is expressly permitted under the Credit Agreement, this Agreement, and any other applicable Loan Document. Any Grantor that creates, incurs, or permits to exist a Lien on Collateral in v

Section 2.4 — Perfection of Liens (a) Each party hereto acknowledges and agrees that the First Lien Collateral Agent is solely responsible for taking all actions necessary to perfect and maintain the perfection of the Liens on the Collateral granted in favor of the Secured Parties, including (i) the filing of UCC financing statements (and continuation statements) with the appropriate filing offices, (ii) the filing o

ARTICLE III — ENFORCEMENT RIGHTS

Section 3.1 — Exercise of Remedies — First Lien Agent (a) Only the First Lien Agent (Meridian Atlantic Bank, N.A.) or the First Lien Collateral Agent (or their respective designees) may exercise or direct the exercise of any Enforcement Action with respect to the Collateral. Such Enforcement Actions include, without limitation, (i) the acceleration of the maturity of any First Lien Obligations, (ii) the foreclosure u

Section 3.2 — Standstill Provisions (a) In the event that any junior lien indebtedness is incurred by the Borrower or any Grantor in accordance with the Credit Agreement and this Agreement, the holder of such junior lien indebtedness (a "Junior Secured Party") shall not take any Enforcement Action with respect to any Collateral unless and until the earlier to occur of: (i) the expiration of a period of not less than

Section 3.3 — Cooperation in Enforcement In the event that the First Lien Agent commences any Enforcement Action with respect to the Collateral, each Junior Secured Party (if any) shall cooperate with the First Lien Agent and shall take all actions reasonably requested by the First Lien Agent to facilitate such Enforcement Action, including (a) consenting to the sale, lease, or other disposition of any Collateral (wh

Section 3.4 — Right of First Lien Agent to Deal with Collateral (a) The First Lien Agent may, in its sole discretion (subject to the terms of the Credit Agreement, including any required consents of Required Lenders), without the consent of any Junior Secured Party or any other person: (i) release or subordinate any Liens on any Collateral; (ii) agree to amendments, modifications, waivers, or supplements to any Secur

ARTICLE IV — APPLICATION OF PROCEEDS; PAYMENT WATERFALL

Section 4.1 — Application of Proceeds All proceeds of the Collateral received by the First Lien Agent, the First Lien Collateral Agent, or any other Secured Party, whether as a result of any Enforcement Action, any voluntary or involuntary disposition of Collateral, the receipt of insurance proceeds, condemnation awards, or otherwise, shall be applied in the following order of priority: First: To the payment of all c

Section 4.2 — Segregation of Proceeds (a) If any Secured Party shall receive any proceeds of Collateral, or any payment on account of the First Lien Obligations or any junior lien obligations, in contravention of the waterfall set forth in Section 4.1, such Secured Party shall hold such proceeds or payment in trust for the benefit of the First Lien Agent and the Secured Parties entitled to prior payment pursuant to S

Section 4.3 — Treatment of Escrow Funds (a) The parties hereto acknowledge and agree that the Escrow Amount of $544,000,000 deposited with the Escrow Agent (Cobalt Trust Company) pursuant to the Escrow Agreement does not constitute Collateral for the First Lien Obligations or any other obligations under the Credit Agreement or the Security Documents. The Escrow Amount is held by the Escrow Agent for the purposes and

Section 4.4 — Treatment of R&W Insurance Proceeds (a) The parties hereto acknowledge and agree that the proceeds payable under the R&W Insurance Policy (Northfield Assurance Ltd., Policy No. NFA-TRI-2024-00487), which has an aggregate policy limit of $680,000,000, are payable to Fund VI as the insured party and do not constitute Collateral for the First Lien Obligations or any other obligations under the Credit Agree

ARTICLE V — INSOLVENCY PROCEEDINGS

Section 5.1 — Filing of Claims and Proofs of Claim (a) Each Secured Party retains the right to file proofs of claim, votes, and other similar documents in any Insolvency Proceeding of the Borrower or any Grantor; provided that the application of any distributions or other amounts received in respect of such claims shall be subject to the waterfall set forth in Section 4.1. Nothing in this Agreement shall prevent any

Section 5.2 — DIP Financing (a) In any Insolvency Proceeding of the Borrower or any Grantor, any Junior Secured Party (if any) shall not object to, or otherwise contest, any DIP Financing proposed or approved by the First Lien Agent, including DIP Financing that is secured by a priming lien on the Collateral or otherwise primes the Liens of any Junior Secured Party, provided that (i) such DIP Financing is consented t

Section 5.3 — Adequate Protection (a) In any Insolvency Proceeding of the Borrower or any Grantor, the First Lien Obligations shall have priority in receiving adequate protection with respect to the Collateral over any junior lien obligations. The First Lien Agent shall have the exclusive right to request, and to object to any request by any other party for, adequate protection with respect to the Collateral. (b) Any

Section 5.4 — Relief from Stay (a) No Junior Secured Party (if any) shall seek, or support any other person in seeking, relief from the automatic stay imposed under Section 362 of the Bankruptcy Code (or any analogous provision of any other applicable law) with respect to any Collateral at any time while the First Lien Obligations remain outstanding, unless (i) the First Lien Agent has first obtained relief from the

Section 5.5 — Waivers in Insolvency (a) Each party hereto (other than the First Lien Agent) hereby waives, to the fullest extent permitted by applicable law, any right to object to the allowance of post-petition interest, fees, costs, charges, or expenses claimed by the First Lien Agent or any other Secured Party in any Insolvency Proceeding, to the extent that such amounts are secured by, or supported by the value o

Section 5.6 — Asset Sales in Insolvency (a) No Junior Secured Party (if any) shall oppose, object to, or otherwise contest any sale, transfer, or other disposition of Collateral under Section 363 of the Bankruptcy Code (or any analogous provision of any other applicable law) that is proposed, supported, or consented to by the First Lien Agent, provided that the proceeds of such sale are applied in accordance with the

ARTICLE VI — RELEASE OF LIENS AND GUARANTEES

Section 6.1 — Automatic Release (a) The Liens on any Collateral securing the First Lien Obligations shall be automatically and unconditionally released and discharged, without any further action by any party or the execution or delivery of any instrument, upon the earliest to occur of: (i) the indefeasible payment in full in cash of all First Lien Obligations (other than contingent indemnification obligations for whi

Section 6.2 — Release of Subsidiary Guarantors (a) If any Subsidiary Guarantor ceases to be a subsidiary of the Borrower (whether by sale, merger, dissolution, or otherwise) in a transaction permitted under the Credit Agreement, such Subsidiary Guarantor's guarantee obligations and Lien obligations under the Guarantee and Collateral Agreement and the other Security Documents shall be automatically and unconditionally