Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Additional First Lien Obligations" means any obligations of the Company, the Co-Borrower, or any Grantor that are (a) incurred after the Signing Date, (b) permitted to be incurred under the terms of the Term Loan Credit Agreement and the Revolving Credit Agreement, (c) secured by liens on the Shared Collate

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, (i) references to "Articles," "Sections," "Exhibits," and "Schedules" are to the articles, sections, exhibits, and schedules of this Agreement, (ii) all references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time, (iii) sectio

Section 1.03 — Governing Law (a) 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 conflict of laws principles thereof (other than Section 5-1401 of the New York General Obligations Law, which shall apply). (b) The German Security Documents and all rights and obligations thereunder shall be governed by the laws of the Federal R

Section 2.01 — Relative Lien Priority (a) The liens on the Shared Collateral securing the Revolving Credit Obligations and the liens on the Shared Collateral securing the Term Loan Obligations are, and shall at all times remain, equal and ratable first-priority liens. Neither the liens securing the Revolving Credit Obligations nor the liens securing the Term Loan Obligations shall be senior or subordinate to the othe

Section 2.02 — Prohibition on Contesting Liens (a) Each Authorized Representative, on behalf of itself and the Secured Parties it represents, hereby agrees that it shall not (and hereby waives any right to) challenge, contest, object to, question, or support any other Person in challenging, contesting, objecting to, or questioning the validity, enforceability, perfection, priority, or extent of any lien held by any o

Section 2.03 — No New Liens; Equal Security (a) If, at any time after the Signing Date, any Grantor grants a lien on any asset to secure any First Lien Obligation (whether pursuant to a Credit Agreement, a security document, or otherwise), such Grantor shall concurrently (or, if concurrence is not practicable, as promptly as practicable thereafter) grant an equal and ratable lien on such asset to secure all other Fir

Section 2.04 — Perfection (a) Each Authorized Representative is solely responsible for perfecting and maintaining the perfection of the liens securing the obligations it represents. No Authorized Representative has, and none shall be deemed to have, any duty, obligation, or responsibility to any other Authorized Representative or any other Secured Party to perfect, maintain the perfection of, or take any action with

Section 2.05 — German Collateral — Parallel Debt Structure (a) The parties hereto acknowledge and agree that the German-law security is held by Pinnacle Trust Company, N.A., acting through its London branch, as Security Trustee (Sicherheitentreuhänder) pursuant to the German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag). The Parallel Debt has been created as an abstract payment obligation (

Section 2.06 — Additional First Lien Obligations (a) If, at any time after the Signing Date, the Company, the Co-Borrower, or any other Grantor incurs additional indebtedness that (i) is permitted to be incurred under the Term Loan Credit Agreement and the Revolving Credit Agreement, (ii) is to be secured by liens on the Shared Collateral, and (iii) is intended to share equal first-priority lien status with the exist

ARTICLE III — APPLICATION OF PROCEEDS; WATERFALL

Section 3.01 — Application of Proceeds of Shared Collateral All proceeds of Shared Collateral received by any Authorized Representative or the Security Trustee in connection with any Enforcement Action, Insolvency Proceeding, or any other realization upon, collection of, or receipt from Shared Collateral (including any insurance proceeds treated as proceeds of Shared Collateral pursuant to Section 3.05 and any procee

Section 3.02 — Turnover (a) If any Term Loan Secured Party receives any proceeds of Shared Collateral (whether by way of distribution, set-off, realization, or otherwise) that should have been applied to the payment of the Super-Senior Obligations in accordance with the waterfall set forth in Section 3.01 (i.e., at a time when the Super-Senior Obligations have not been Paid in Full), then such Term Loan Secured Party

Section 3.03 — Separate Collateral If at any time any collateral secures only one class of First Lien Obligations (whether the Revolving Credit Obligations, the Term Loan Obligations, or any Additional First Lien Obligations) and does not secure any other class of First Lien Obligations, such collateral shall not constitute Shared Collateral and shall not be subject to the provisions of this Article III. Proceeds of

Section 3.04 — Payments on Account of First Lien Obligations Nothing in this Agreement shall be construed to restrict, limit, or condition (a) the making or receipt of regularly scheduled payments of principal, interest, fees, or other amounts under either Credit Agreement, in each case paid from the general assets of the Grantors (as distinct from proceeds of Shared Collateral received in connection with an Enforcem

Section 3.05 — Insurance Proceeds (a) Insurance proceeds received from policies placed by or through Calloway & Strand Insurance Brokers, Inc. (or any successor broker or agent), including builder's risk, property (all risk), and business interruption policies, in each case naming Pinnacle Trust Company, N.A. (as Term Loan Collateral Agent) as loss payee and/or additional insured, and naming the Revolver Agent as los

Section 3.06 — Application of Proceeds of German Collateral (a) All proceeds of German Collateral (including, without limitation, proceeds from enforcement of the Grundschuld over the Frankfurt Property, whether by court-administered foreclosure (Zwangsversteigerung) or private sale, proceeds from the realization on receivables assigned under the Globalzession, proceeds from accounts pledged under the Kontoverpfändun

Section 4.01 — Controlling Secured Parties — Enforcement Rights (a) The Revolving Secured Parties, acting through the Revolver Agent, shall be the "Controlling Secured Parties" with respect to all Shared Collateral. The Revolver Agent (acting at the direction of the Required Lenders under the Revolving Credit Agreement or as otherwise authorized thereunder) shall have the exclusive right to direct and control all Enf

Section 4.02 — Standstill of Non-Controlling Secured Parties (a) Following the occurrence and during the continuance of an Event of Default under the Term Loan Credit Agreement, the Term Loan Secured Parties (as Non-Controlling Secured Parties) shall not take any Enforcement Action with respect to any Shared Collateral unless and until: (i) the Term Loan Agent has delivered an Enforcement Notice to the Revolver Agent

Section 4.03 — No Interference (a) The Non-Controlling Secured Parties shall not take any action that would interfere with, impede, delay, hinder, or otherwise prejudice any Enforcement Action commenced or pursued by the Controlling Secured Parties, including, without limitation, (i) filing any pleading, motion, or objection in any court, administrative proceeding, or Insolvency Proceeding that challenges, opposes, o

Section 4.04 — Commercially Reasonable Exercise All Enforcement Actions with respect to the Shared Collateral, whether conducted by the Controlling Secured Parties or (following the expiration of the Standstill Period) by the Non-Controlling Secured Parties, shall be conducted in a commercially reasonable manner in compliance with (a) Article 9 of the UCC (including Section 9-610 thereof), (b) Virginia law (with resp

Section 4.05 — Cooperation; Access to Information (a) Each Authorized Representative shall provide reasonable cooperation to each other Authorized Representative in connection with any Enforcement Action, including, without limitation, (i) sharing copies of appraisals and valuations (including the most recent MAI appraisal of the Virginia Property and Frankfurt Property prepared by Meridian Valuation Group, LLC), (ii

Section 4.06 — Release of Liens (a) If the Controlling Secured Parties (or, following expiration of the Standstill Period, the Non-Controlling Secured Parties) conduct a sale, disposition, or other realization of any Shared Collateral in connection with an Enforcement Action, all liens of the Non-Controlling Secured Parties on such Shared Collateral (and, if applicable, all liens of the Controlling Secured Parties) s

Section 4.07 — German Collateral Enforcement Provisions (a) The enforcement of the German Collateral shall be subject to the requirements and procedures of German law, including, without limitation, applicable notice periods, court-administered foreclosure proceedings (Zwangsvollstreckung, including Zwangsversteigerung for real property and Zwangsverwaltung for the administration of real property), and private sale p

ARTICLE V — INSOLVENCY PROCEEDINGS

Section 5.01 — Filing and Voting (a) In any Insolvency Proceeding (whether commenced under the Bankruptcy Code, the German Insolvenzordnung (InsO), or any other applicable insolvency, bankruptcy, or restructuring law in any jurisdiction), each Authorized Representative shall have the right, on behalf of itself and the Secured Parties it represents, to file proofs of claim, make motions, and take other actions in such

Section 5.02 — DIP Financing If the Company, any Grantor, or any debtor in an Insolvency Proceeding seeks to obtain DIP Financing, the Non-Controlling Secured Parties shall not object to, contest, or oppose such DIP Financing if the following conditions are satisfied: (a) the Controlling Secured Parties (acting through the Revolver Agent) have consented to such DIP Financing; (b) the Non-Controlling Secured Parties r