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INTERCREDITOR AGREEMENT

Dated as of [__], 2025

among

STONEBRIDGE CREDIT PARTNERS LLC as Administrative Agent, Collateral Agent, and Senior Representative

and

CRESTLINE MEZZANINE PARTNERS II LP as Subordinated Representative

Acknowledged and Agreed by:

ARDENT APEX HOLDINGS INC. as Holdings

LUMINEX SYSTEMS HOLDINGS INC. as Borrower

LUMINEX SYSTEMS INC. and each other Grantor party hereto

________________________________________

Calderwood & Harkness LLP 7 Times Square New York, New York 10036 Matter No. 1001-00004

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INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is dated as of [__], 2025 (the "Closing Date"), and is entered into among:

(1) STONEBRIDGE CREDIT PARTNERS LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent under the Senior Secured Credit Facility (as defined below) and as the Senior Representative hereunder, having its principal office at 600 Lexington Avenue, 20th Floor, New York, New York 10022 (in such capacities, the "Senior Representative"); and

(2) CRESTLINE MEZZANINE PARTNERS II LP, a Delaware limited partnership, in its capacity as holder representative under the Subordinated Note Purchase Agreement (as defined below) and as the Subordinated Representative hereunder, having its principal office at 1345 Avenue of the Americas, 32nd Floor, New York, New York 10105 (in such capacity, the "Subordinated Representative").

Acknowledged and Agreed by:

(3) ARDENT APEX HOLDINGS INC., a Delaware corporation ("Holdings" or the "Parent"), having its principal office c/o Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, New York 10022 (EIN: 93-2178435);

(4) LUMINEX SYSTEMS HOLDINGS INC., a Delaware corporation (the "Borrower" or the "Surviving Corporation"), having its principal office at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191 (EIN: 86-2547193);

(5) LUMINEX SYSTEMS INC., a Delaware corporation ("Luminex US") (EIN: 86-2547210), and each other Grantor (as defined herein) signatory hereto or that becomes a party hereto pursuant to a Joinder Agreement.

Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS:

A. Luminex Systems Holdings Inc. (as Borrower), Ardent Apex Holdings Inc. (as Holdings), the lenders from time to time party thereto (including Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, collectively, the "Senior Lenders"), and Stonebridge Credit Partners LLC, as administrative agent and collateral agent, have entered into that certain Credit Agreement dated as of the Closing Date (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), providing for (i) a senior secured first-lien term loan B facility in an aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Term Loan B") and (ii) a senior secured first-lien revolving credit facility in an aggregate principal amount of Two Hundred Million Dollars ($200,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B, the "Senior Secured Credit Facility"), for an aggregate Senior Secured Credit Facility of One Billion Four Hundred Million Dollars ($1,400,000,000);

B. Ardent Apex Holdings Inc. (as Issuer) and Crestline Mezzanine Partners II LP (as Purchaser) have entered into that certain Subordinated Note Purchase Agreement dated as of the Closing Date (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Subordinated Note Purchase Agreement"), providing for the issuance of Three Hundred Million Dollars ($300,000,000) in aggregate principal amount of subordinated notes (the "Subordinated Notes") bearing interest at a rate of 11.5% per annum on a payment-in-kind ("PIK") toggle basis (with cash interest payable at the election of Holdings commencing after the second anniversary of the Closing Date), maturing on the date that is eight (8) years following the Closing Date;

C. In connection with the Senior Secured Credit Facility, the Borrower, Holdings, Luminex US, and each other domestic subsidiary of Holdings that is a guarantor under the Senior Credit Documents have entered into that certain Guarantee and Collateral Agreement dated as of the Closing Date (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of Stonebridge Credit Partners LLC, as Collateral Agent, granting first-priority security interests in and liens on substantially all assets of the Borrower and each domestic subsidiary of Holdings that is a Grantor, including a pledge of sixty-five percent (65%) of the issued and outstanding equity interests of each first-tier foreign subsidiary of the Grantors;

D. The Subordinated Notes are intended to be contractually subordinated in right of payment and, to the extent applicable, in lien priority to the Senior Secured Credit Facility, all as more fully set forth in this Agreement;

E. This Agreement is being entered into in connection with the acquisition (the "Acquisition") of Luminex Systems Holdings Inc. by Ardent Apex Holdings Inc. pursuant to that certain Agreement and Plan of Merger dated as of March 24, 2025 (as amended, restated, or otherwise modified from time to time, the "Merger Agreement"), among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc. (a wholly owned subsidiary of Ardent Apex Holdings Inc. formed for the purpose of effecting the Acquisition), and Luminex Systems Holdings Inc., providing for the merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. continuing as the Surviving Corporation and a wholly owned subsidiary of Ardent Apex Holdings Inc. (the "Merger"), at an aggregate equity value of Two Billion Eight Hundred Million Dollars ($2,800,000,000) (based on a per-share price of $20.00 multiplied by 140,000,000 fully diluted shares);

F. In connection with the Subordinated Note Purchase Agreement, Holdings and Crestline Mezzanine Partners II LP have entered into that certain Mezzanine Warrant Agreement dated as of the Closing Date (as amended, restated, or otherwise modified from time to time, the "Mezzanine Warrant Agreement"), pursuant to which Holdings has granted to Crestline warrants to purchase shares representing two percent (2.0%) of the fully diluted equity of Ardent Apex Holdings Inc., on the terms and subject to the conditions set forth therein; and

G. The Senior Representative and the Subordinated Representative desire to set forth their respective agreements as to the relative priority of their liens (if any) on the Collateral, the subordination of the Subordinated Claims in right of payment to the Senior Claims, the standstill and enforcement rights of each party, and certain other intercreditor matters, all as more fully set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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 Stonebridge Credit Partners LLC, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.

"Bankruptcy Default" means an Event of Default under Sections 8.01(g) or 8.01(h) of the Credit Agreement (or any comparable successor provision) arising from the filing of a voluntary or involuntary petition in bankruptcy, the appointment of a receiver or custodian, or the commencement of any similar insolvency proceeding with respect to any Grantor or Holdings.

"blockage Period" has the meaning assigned to such term in Section 3.03(a).

"Borrower" means Luminex Systems Holdings Inc., a Delaware corporation, in its capacity as borrower under the Credit Agreement.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in the City of New York are authorized or required by law to close.

"Closing Date" means the date first set forth above, which is the date on which the Merger is consummated, the Senior Secured Credit Facility is funded, and the Subordinated Notes are issued.

"Collateral" means all assets and property of the Grantors that are subject to liens or security interests under the Guarantee and Collateral Agreement or any other Senior Credit Document, including, without limitation, substantially all personal property assets of the Grantors (including accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, intellectual property, inventory, investment property, letter-of-credit rights, commercial tort claims, and all proceeds and products thereof) and sixty-five percent (65%) of the issued and outstanding equity interests of each first-tier foreign subsidiary of any Grantor, including Luminex Systems AG (Canton of Glenrock Assurance, Switzerland, CHE-284.391.057), Luminex Systems UK Ltd. (England and Wales, Company No. 12847362), Luminex Systems GmbH (Munich, Germany, HRB 247891), and Luminex Systems Pte. Ltd. (Singapore, UEN 201924781K).

"Collateral Agent" means Stonebridge Credit Partners LLC, in its capacity as collateral agent under the Guarantee and Collateral Agreement and the other Senior Credit Documents, together with its successors and assigns in such capacity.

"Credit Agreement" has the meaning assigned to such term in the Recitals.

"DGCL" means the Delaware General Corporation Law, as amended from time to time.

"DIP Financing" means any debtor-in-possession financing provided to any Grantor, Holdings, or any subsidiary thereof in connection with any Insolvency Proceeding, whether pursuant to Section 364 of the Bankruptcy Code or otherwise.

"Enforcement Action" means any action to foreclose upon, collect, realize upon, sell, or otherwise exercise or enforce any right or remedy with respect to any Collateral, including, without limitation, (a) any action to accelerate indebtedness, (b) the exercise of any right or remedy under the Guarantee and Collateral Agreement, (c) the exercise of any right of set-off or recoupment, (d) any foreclosure on, sale of, or other disposition of any Collateral (whether by judicial action, self-help, or otherwise), (e) the exercise of any rights under Article 9 of the UCC or any comparable provision of applicable law, (f) the direction of the Borrower or any Grantor to make any payment, and (g) the commencement or prosecution of any legal proceedings against the Borrower or any Grantor with respect to the Collateral.

"Grantor" or "Grantors" means Luminex Systems Holdings Inc., Luminex Systems Inc., Ardent Apex Holdings Inc., and each other domestic subsidiary of Holdings that is or becomes a guarantor under the Senior Credit Documents or that executes a Joinder Agreement, in each case in its capacity as a grantor of liens under the Guarantee and Collateral Agreement.

"Guarantee and Collateral Agreement" has the meaning assigned to such term in the Recitals.

"Holdings" means Ardent Apex Holdings Inc., a Delaware corporation, together with its successors and permitted assigns.

"Insolvency Proceeding" means any case, action, proceeding, or other matter commenced by or against any Grantor, Holdings, or any subsidiary thereof under Title 11 of the United States Code (the "Bankruptcy Code"), any other bankruptcy, insolvency, receivership, liquidation, reorganization, composition, adjustment, dissolution, winding-up, or similar proceeding under the laws of any domestic or foreign jurisdiction, or any assignment for the benefit of creditors, or the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for any such Person or for any substantial part of such Person's assets.

"Joinder Agreement" means a joinder agreement substantially in the form of Exhibit A hereto.

"Lien Priority" means the relative priority of liens and security interests as established in Article II of this Agreement.

"Merger" has the meaning assigned to such term in the Recitals.

"Merger Agreement" has the meaning assigned to such term in the Recitals.

"Mezzanine Warrant Agreement" has the meaning assigned to such term in the Recitals.

"Payment blockage Notice" means a written notice from the Senior Representative to the Subordinated Representative in substantially the form of Exhibit B hereto, triggering a blockage Period under Section 3.03.

"Payment Default" means any failure by the Borrower, Holdings, or any Grantor to make any payment of principal, interest, or fees when due under the Credit Agreement after the expiration of any applicable grace period.

"Permitted Subordinated Debt Payments" has the meaning assigned to such term in Section 3.02.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, governmental authority, or other entity of whatever nature.

"PIK" means payment-in-kind, whereby accrued interest is capitalized and added to the outstanding principal amount of the applicable indebtedness in lieu of cash payment.

"Refinancing Senior Claims" has the meaning assigned to such term in Section 9.01.

"Refinancing Subordinated Claims" has the meaning assigned to such term in Section 9.02.

"Senior Claims" means all obligations, indebtedness, and liabilities of every kind and nature of the Borrower, Holdings, and each Grantor now or hereafter existing under or in connection with the Senior Credit Documents, whether direct or indirect, absolute or contingent, joint or several, matured or unmatured, secured or unsecured, including, without limitation: (a) all principal amounts outstanding under the Credit Agreement (including the $1,200,000,000 Term Loan B and the $200,000,000 Revolving Credit Facility), (b) all accrued and unpaid interest thereon (including interest at the applicable rate of SOFR plus 475 basis points per annum on the Term Loan B and SOFR plus 425 basis points per annum on the Revolving Credit Facility, and any default interest), (c) all fees (including commitment fees, letter of credit fees, and administrative agency fees), (d) all costs and expenses (including legal fees and expenses of counsel to the Administrative Agent and the Collateral Agent), (e) all obligations under any hedging agreements or swap agreements entered into with a Senior Lender or an affiliate thereof, (f) all obligations under any cash management agreements entered into with a Senior Lender or an affiliate thereof, (g) all indemnification obligations, and (h) all other amounts payable under the Senior Credit Documents.

"Senior Collateral Agent" means Stonebridge Credit Partners LLC, in its capacity as Collateral Agent, together with its successors and assigns in such capacity.

"Senior Credit Documents" means, collectively, the Credit Agreement, the Guarantee and Collateral Agreement, the Fee Letter referenced as SC-2025-0312-AC, the Commitment Letter referenced as SC-2025-0312-AC dated March 8, 2025, each pledge agreement, mortgage, intellectual property security agreement, and all other documents, instruments, and agreements executed and delivered in connection with the Senior Secured Credit Facility, in each case as amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time.

"Senior Default" means any "Event of Default" or "Default" (each as defined in the Credit Agreement) under the Credit Agreement or any other Senior Credit Document.

"Senior Discharge Date" means the first date on which (a) all Senior Claims have been indefeasibly paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), (b) all commitments to extend credit under the Credit Agreement have been permanently terminated, and (c) all letters of credit issued under the Credit Agreement have expired, been terminated, or been cash collateralized or backstopped to the satisfaction of the Administrative Agent.

"Senior Lenders" means Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC (with an initial hold of $350,000,000), Ironvale Credit Fund III LP (with an initial hold of $250,000,000), and any other lender from time to time party to the Credit Agreement, together with their respective successors and assigns.

"Senior Liens" means the liens and security interests granted to the Senior Collateral Agent under the Guarantee and Collateral Agreement and the other Senior Credit Documents to secure the Senior Claims.

"Senior Representative" means Stonebridge Credit Partners LLC, in its capacities as Administrative Agent, Collateral Agent, and senior representative hereunder, together with its successors and assigns in such capacities.

"Senior Secured Credit Facility" has the meaning assigned to such term in the Recitals.

"SOFR" means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (or a successor administrator), as further defined and subject to the fallback provisions set forth in the Credit Agreement.

"Springing Financial Covenant" means the maximum first-lien net leverage ratio of 6.50 to 1.00, which is tested on the last day of each fiscal quarter only when the aggregate outstanding principal amount of revolving loans and swingline loans under the Revolving Credit Facility exceeds forty percent (40%) of the aggregate revolving commitments (i.e., in excess of $80,000,000), as further set forth in Section 7.01 of the Credit Agreement.

"Standstill Period" has the meaning assigned to such term in Section 5.02.

"Subordinated Claims" means all obligations, indebtedness, and liabilities of every kind and nature of Holdings now or hereafter existing under or in connection with the Subordinated Note Documents, whether direct or indirect, absolute or contingent, joint or several, matured or unmatured, including, without limitation: (a) the $300,000,000 aggregate principal amount of the Subordinated Notes (as increased by any PIK accretions), (b) all accrued and unpaid interest thereon (at the rate of 11.5% per annum, on a PIK toggle basis), (c) any make-whole premium, (d) all fees, costs, and expenses, and (e) all other amounts payable under the Subordinated Note Documents.

"Subordinated Default Notice" means a written notice from the Subordinated Representative to the Senior Representative in substantially the form of Exhibit C hereto, notifying the Senior Representative of the occurrence of a default under the Subordinated Note Documents.

"Subordinated Liens" means any liens or security interests now or hereafter granted to the Subordinated Representative or any holder of Subordinated Claims to secure the Subordinated Claims.

"Subordinated Note Documents" means, collectively, the Subordinated Note Purchase Agreement, the Mezzanine Warrant Agreement, and all other documents, instruments, and agreements executed and delivered in connection with the Subordinated Notes, in each case as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with this Agreement.

"Subordinated Note Purchase Agreement" has the meaning assigned to such term in the Recitals.

"Subordinated Notes" has the meaning assigned to such term in the Recitals.

"Subordinated Representative" means Crestline Mezzanine Partners II LP, in its capacity as the holder representative hereunder, together with its successors and assigns in such capacity.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York, or, when the laws of another jurisdiction govern the perfection or priority of a security interest in any particular Collateral, the Uniform Commercial Code as in effect from time to time in such other jurisdiction; provided that the term "UCC" shall include any successor statute adopted in any relevant jurisdiction.

Section 1.02 — Interpretation; Rules of Construction

(a) Unless the context otherwise requires, (i) references to any agreement, instrument, or document (including this Agreement) shall be deemed to include references to such agreement, instrument, or document as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and thereof, (ii) references to any statute, law, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, rule, or regulation, (iii) references to the UCC shall mean the UCC as described in the definition thereof, (iv) references to the DGCL shall mean the Delaware General Corporation Law as in effect from time to time, (v) references to "applicable law" shall mean all applicable provisions of constitutions, statutes, rules, regulations, and orders of governmental authorities and all orders and decrees of courts and arbitrators, (vi) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof, (vii) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (viii) the use of the masculine, feminine, or neuter gender or the singular or plural form of any word shall include any other gender or form, as the context may require, (ix) references to "dollars" or "$" shall mean United States dollars, and (x) references to any Article, Section, Exhibit, or Schedule shall be to Articles, Sections, Exhibits, and Schedules of and to this Agreement unless otherwise specified.

(b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

(c) Any reference to a "Business Day" shall mean a Business Day as defined in Section 1.01, and if any time period or deadline specified herein ends on a day that is not a Business Day, such period or deadline shall be extended to the next succeeding Business Day.

(d) In the event of any conflict or inconsistency between the terms and provisions of this Agreement, on the one hand, and the terms and provisions of any Senior Credit Document or Subordinated Note Document, on the other hand, the terms and provisions of this Agreement shall control and govern as between the Senior Representative and the Subordinated Representative; provided that the foregoing shall not limit the obligations of the Borrower, Holdings, or any Grantor under any Senior Credit Document or Subordinated Note Document to the extent such obligations are not inconsistent with this Agreement.

Section 1.03 — Effectiveness

This Agreement shall become effective upon the Closing Date, concurrently with (a) the funding of the Term Loan B and the establishment of the Revolving Credit Facility under the Credit Agreement, (b) the issuance of the Subordinated Notes under the Subordinated Note Purchase Agreement, and (c) the consummation of the Merger pursuant to the Merger Agreement. Prior to the Closing Date, this Agreement shall have no force or effect.

ARTICLE II — LIEN PRIORITY AND SUBORDINATION

Section 2.01 — Lien Subordination

Notwithstanding anything to the contrary in any Subordinated Note Document, the UCC, the Bankruptcy Code, or any other applicable law, all Subordinated Liens (if any) on the Collateral, whether now existing or hereafter arising, shall be, and are hereby agreed to be, subordinate and junior in all respects to all Senior Liens on the Collateral, regardless of the time, manner, method, or order of attachment, creation, grant, or perfection of any such liens or security interests, regardless of the order of filing or recording of any financing statements, fixture filings, deeds of trust, mortgages, or other documents under the UCC or any other applicable law, regardless of any provision of the UCC or any other applicable law, and regardless of any other circumstance whatsoever. The priority of the Senior Collateral Agent's Senior Liens shall apply to all Collateral, including, without limitation, substantially all personal property assets of the Grantors and the sixty-five percent (65%) equity pledge in first-tier foreign subsidiaries described herein. The Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, hereby acknowledges and agrees to such subordination and priority.

Section 2.02 — Nature of Subordinated Liens

(a) The Subordinated Representative acknowledges and agrees that, as of the Closing Date, the Subordinated Notes are contractually subordinated obligations of Holdings (Ardent Apex Holdings Inc.) and are not secured by any lien on, or security interest in, the Collateral. To the extent that any lien on or security interest in any Collateral is hereafter granted by any Grantor or Holdings to the Subordinated Representative or any holder of Subordinated Claims to secure the Subordinated Claims (whether pursuant to a separate security agreement or otherwise), any such lien or security interest shall be and shall remain at all times junior and subordinate in all respects to all Senior Liens on the same Collateral, and the provisions of this Article II (including, without limitation, the subordination, release, and standstill provisions) shall apply in full to any such lien or security interest.

(b) No Subordinated Lien shall at any time be pari passu with, or senior to, any Senior Lien. In the event that, notwithstanding the foregoing, any Subordinated Lien is, as a matter of law or otherwise, determined to be pari passu with or senior to any Senior Lien, the Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, agrees that such Subordinated Lien shall be deemed and treated as junior and subordinate to such Senior Lien to the fullest extent permitted by law.

Section 2.03 — Prohibition on Contesting Liens

(a) The Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, agrees that it shall not (and shall not direct, instruct, or encourage any other Person to), at any time, contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Senior Lien on any Collateral, or support or assist any other Person in any such contest, challenge, or objection, whether in any Insolvency Proceeding or otherwise.

(b) The Senior Representative, on behalf of itself and the Senior Lenders, agrees that it shall not (and shall not direct, instruct, or encourage any other Person to), at any time, contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Subordinated Lien on any Collateral (to the extent any such Subordinated Lien has been granted in accordance with this Agreement and the Senior Credit Documents), or support or assist any other Person in any such contest, challenge, or objection, whether in any Insolvency Proceeding or otherwise; provided that nothing in this Section 2.03(b) shall prohibit the Senior Representative from asserting the priority and subordination provisions of this Agreement.

Section 2.04 — No New Liens

The Subordinated Representative shall not, and shall not permit any holder of Subordinated Claims to, acquire or hold any lien on, or security interest in, any Collateral unless the Senior Collateral Agent contemporaneously (or prior thereto) acquires and holds a senior lien on, and senior security interest in, the same Collateral securing the Senior Claims, which senior lien and security interest shall have priority over any such Subordinated Lien in accordance with the terms of this Agreement. Any lien on or security interest in any Collateral acquired or held by the Subordinated Representative or any holder of Subordinated Claims in violation of this Section 2.04 shall be deemed to be held in trust for the benefit of the Senior Collateral Agent and the Senior Lenders, and the Subordinated Representative shall promptly take all actions necessary to assign such lien or security interest to the Senior Collateral Agent.

Section 2.05 — Automatic Release of Subordinated Liens

(a) If at any time the Senior Collateral Agent releases, or agrees to release, its Senior Lien on any Collateral (or any portion thereof) in connection with any disposition, sale, transfer, or other transaction that is permitted under the terms of the Credit Agreement, or in connection with any Enforcement Action conducted in accordance with the terms of the Senior Credit Documents, then any corresponding Subordinated Lien on such Collateral (or portion thereof) shall be automatically and simultaneously released without any further action by the Subordinated Representative or any holder of Subordinated Claims.

(b) Upon the reasonable request of the Senior Representative or the Senior Collateral Agent (or the Borrower or any Grantor acting at the direction thereof), the Subordinated Representative shall promptly execute and deliver such UCC-3 termination statements, lien releases, mortgage discharges, intellectual property security interest releases, and other instruments and documents as may be reasonably necessary to confirm and evidence the release of any Subordinated Lien pursuant to this Section 2.05. The costs and expenses of preparing, executing, and recording any such release documents shall be borne by the Borrower or the applicable Grantor.

ARTICLE III — PAYMENT SUBORDINATION

Section 3.01 — Subordination of Subordinated Claims

All Subordinated Claims (including, without limitation, the $300,000,000 aggregate principal amount of the Subordinated Notes, all accrued and unpaid interest thereon at the rate of 11.5% per annum (whether paid in cash or capitalized as PIK interest), any applicable make-whole premium, and all other amounts payable under the Subordinated Note Documents) are, and shall remain at all times, subordinated in right of payment to the prior indefeasible payment in full in cash of all Senior Claims. Such subordination in right of payment shall be effective in all circumstances, including, without limitation, in connection with any Insolvency Proceeding, any Enforcement Action, any distribution of the assets of the Borrower, Holdings, or any Grantor, and any other circumstance in which the relative priority of the Senior Claims and the Subordinated Claims is relevant.

Section 3.02 — Permitted Subordinated Debt Payments

Notwithstanding the provisions of Section 3.01, and subject to the payment blockage provisions of Section 3.03, the following payments on account of the Subordinated Claims (collectively, "Permitted Subordinated Debt Payments") shall be permitted so long as, at the time of such payment and after giving effect thereto, no Payment Default and no Bankruptcy Default has occurred and is continuing under the Senior Credit Documents:

(a) Regularly Scheduled Interest Payments. Regularly scheduled payments of interest on the Subordinated Notes (at the rate of 11.5% per annum on a PIK toggle basis, with cash interest payable at the election of Holdings commencing after the second anniversary of the Closing Date), so long as no Senior Default exists at the time of such payment or would result therefrom.

(b) PIK Interest. The capitalization of accrued and unpaid interest on the Subordinated Notes and the addition of such accrued interest to the outstanding principal amount of the Subordinated Notes (i.e., PIK interest), at any time and regardless of whether a Senior Default exists, as such capitalization does not constitute a cash payment.

(c) Final Maturity Payment. Payment of the Subordinated Claims upon the final stated maturity date of the Subordinated Notes (i.e., the date that is eight (8) years following the Closing Date), subject to (i) all Senior Claims having been indefeasibly paid in full in cash and all commitments under the Credit Agreement having been terminated (i.e., the Senior Discharge Date having occurred) or (ii) such payment being otherwise expressly permitted under the terms of the Credit Agreement and this Agreement at the time such payment is made.

(d) Equity-Funded Prepayments. Repayment or prepayment of the Subordinated Notes (in whole or in part) with the proceeds of new equity contributions to Holdings (including the net cash proceeds of new issuances of equity interests by Holdings to its equity holders), so long as such equity contributions do not constitute Collateral proceeds or the proceeds of any disposition of Collateral.

For the avoidance of doubt, except as expressly set forth in this Section 3.02, no payment of principal, interest, make-whole premium, or any other amount on account of the Subordinated Claims shall be made or permitted at any time if such payment would violate the provisions of this Article III.

Section 3.03 — Payment blockage

(a) Upon delivery by the Senior Representative to the Subordinated Representative of a Payment blockage Notice in substantially the form of Exhibit B hereto, no cash payment of any kind shall be made by or on behalf of Holdings, the Borrower, or any Grantor to the Subordinated Representative or any holder of Subordinated Claims on account of the Subordinated Claims (other than PIK interest, which may continue to accrue and be capitalized) for a period of one hundred seventy-nine (179) days commencing on the date of receipt of such Payment blockage Notice (such period, the "blockage Period").

(b) Not more than one (1) blockage Period shall be in effect during any consecutive three hundred sixty (360)-day period. If the Senior Representative delivers a Payment blockage Notice at a time when a blockage Period is already in effect or within three hundred sixty (360) days after the commencement of the immediately preceding blockage Period, such Payment blockage Notice shall be of no force or effect, and no new blockage Period shall commence, until the expiration of such three hundred sixty (360)-day period.

(c) A Payment blockage Notice may be delivered by the Senior Representative upon the occurrence and during the continuance of:

(i) a Payment Default under the Credit Agreement; or

(ii) a non-payment Senior Default under the Credit Agreement that has been noticed to the Borrower or Holdings in accordance with the Credit Agreement and that has continued for at least thirty (30) consecutive days following the date of such notice without having been cured or waived.

(d) During any blockage Period, PIK interest on the Subordinated Notes shall continue to accrue and shall be capitalized and added to the outstanding principal amount of the Subordinated Notes in accordance with the terms of the Subordinated Note Purchase Agreement. Such PIK interest capitalization shall not be deemed a "payment" for purposes of this Section 3.03.

(e) Upon the expiration of a blockage Period (and so long as no other Payment blockage Notice has been delivered or is required to be delivered), Permitted Subordinated Debt Payments may resume in accordance with Section 3.02, subject to the other terms and conditions of this Agreement.

Section 3.04 — Turnover of Payments

If the Subordinated Representative or any holder of Subordinated Claims receives any payment, distribution, or other consideration (whether in cash, property, securities, or otherwise, and whether received by way of direct payment, setoff, counterclaim, cross-claim, or otherwise) on account of the Subordinated Claims at any time when such payment, distribution, or other consideration is not permitted by the terms of this Article III, the Subordinated Representative or such holder shall hold such payment, distribution, or other consideration in trust for the benefit of the Senior Lenders and shall promptly (and in any event within five (5) Business Days of receipt thereof) turn over and deliver such payment, distribution, or other consideration to the Senior Collateral Agent, in the form received (duly endorsed or assigned, as applicable), for application against the Senior Claims in accordance with the terms of the Credit Agreement. Until so turned over and delivered, any such payment, distribution, or other consideration shall be segregated from the other assets of the Subordinated Representative or such holder and shall not be commingled with any other funds.

Section 3.05 — Subrogation

After the Senior Discharge Date, the Subordinated Representative shall be subrogated to the rights of the Senior Lenders to receive payments and distributions of Collateral proceeds and other assets of the Borrower, Holdings, and the Grantors to the extent that payments or distributions on account of the Subordinated Claims were turned over to the Senior Collateral Agent pursuant to Section 3.04. No such subrogation rights shall be exercised prior to the Senior Discharge Date, and any payment or distribution received by the Subordinated Representative by virtue of such subrogation rights prior to the Senior Discharge Date shall be held in trust and promptly turned over to the Senior Collateral Agent in accordance with Section 3.04.

ARTICLE IV — SUBORDINATION IN INSOLVENCY PROCEEDINGS

Section 4.01 — Insolvency Subordination

In any Insolvency Proceeding commenced by or against any Grantor, Holdings, or any subsidiary thereof, all Senior Claims shall be indefeasibly paid in full in cash before any payment or distribution of any kind or character (whether in cash, property, securities, or otherwise) shall be made to or for the account of the Subordinated Representative or any holder of Subordinated Claims on account of any Subordinated Claim. The provisions of this Article IV shall be applicable whether or not such payment or distribution is made pursuant to a plan of reorganization, a plan of liquidation, by way of dividend, through purchase or redemption, by setoff, or by any other means. The subordination provisions of this Article IV are intended to be and shall be enforceable against any trustee in bankruptcy, debtor-in-possession, receiver, custodian, or other representative of the estate of any Grantor or Holdings in any Insolvency Proceeding.

Section 4.02 — Distributions in Insolvency

Any payment or distribution (whether in cash, property, securities, or otherwise) in any Insolvency Proceeding that would otherwise be payable or deliverable to, or for the account of, the Subordinated Representative or any holder of Subordinated Claims on account of any Subordinated Claim shall be paid or delivered directly to the Senior Collateral Agent (or, if the Senior Collateral Agent has not filed a proof of claim with respect thereto, to the Administrative Agent) until the Senior Discharge Date, for application against the Senior Claims in accordance with the terms of the Credit Agreement. The Subordinated Representative hereby irrevocably authorizes, empowers, and directs any debtor, debtor-in-possession, receiver, trustee, custodian, liquidator, or similar Person making any such payment or distribution to make such payment or distribution directly to the Senior Collateral Agent. The Subordinated Representative also irrevocably authorizes and empowers the Senior Collateral Agent to demand, sue for, collect, and receive such payments and distributions and to file proofs of claim and other documents or pleadings as may be necessary or desirable to effectuate the provisions of this Section 4.02.

Section 4.03 — DIP Financing

(a) The Subordinated Representative shall not object to, oppose, or support any objection to, any DIP Financing proposed to be provided to any Grantor, Holdings, or any subsidiary thereof in connection with any Insolvency Proceeding, to the extent such DIP Financing has been consented to by the Senior Representative (or the Required Lenders, as applicable, under the Credit Agreement), including, without limitation, any DIP Financing that (i) is secured by liens on the Collateral that prime or are senior in priority to the Senior Liens, (ii) provides for the use of cash collateral, or (iii) contains terms and conditions that are acceptable to the Senior Representative.

(b) The Subordinated Representative shall not request, seek, accept, or receive any DIP Financing (whether from existing Senior Lenders or from third parties) that is secured by any lien on any Collateral that is equal to or senior in priority to any Senior Lien without the prior written consent of the Senior Representative; provided that the Subordinated Representative may request DIP Financing that is secured by liens that are junior and subordinate in all respects to the Senior Liens and any DIP Financing liens consented to by the Senior Representative.

Section 4.04 — Relief from the Automatic Stay

The Subordinated Representative shall not seek, request, or support any motion or request for relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or any other stay in any Insolvency Proceeding with respect to any Collateral, without the prior written consent of the Senior Representative, subject to and in accordance with the standstill provisions set forth in Article V. Nothing in this Section 4.04 shall prevent the Subordinated Representative from objecting to any motion for relief from the automatic stay brought by a party that is not the Senior Representative or any Senior Lender, to the extent that such objection does not adversely affect the rights of the Senior Representative or the Senior Lenders under this Agreement.

Section 4.05 — Post-Petition Interest

The Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, agrees that, in any Insolvency Proceeding, any claim of the Subordinated Representative or any holder of Subordinated Claims for post-petition interest, fees, costs, expenses, or other charges on or with respect to the Subordinated Claims (whether or not such claim is allowable under Section 506(b) of the Bankruptcy Code or otherwise) shall be subordinated in all respects to all Senior Claims, including, without limitation, any claim of the Senior Representative or any Senior Lender for post-petition interest on the Senior Claims, whether or not such post-petition interest is allowed, allowable, or paid as a claim in such Insolvency Proceeding.

Section 4.06 — No Challenge to Senior Claims

The Subordinated Representative shall not, and shall not direct, instruct, or encourage any holder of Subordinated Claims to, challenge, contest, or raise any objection to the allowability, validity, priority, perfection, or secured status of any Senior Claim in any Insolvency Proceeding, including, without limitation, any claim that any Senior Claim should be subordinated, equitably subordinated, recharacterized, or disallowed under Section 510 or any other provision of the Bankruptcy Code or applicable law.

Section 4.07 — Adequate Protection

In any Insolvency Proceeding, the Subordinated Representative agrees that adequate protection of its interests in the Collateral (if any) shall be limited to the granting of a replacement lien on the Collateral (including any after-acquired property of the same type) that is at all times junior and subordinate in all respects to (a) the Senior Liens, (b) any liens securing DIP Financing consented to by the Senior Representative, and (c) any liens granted to the Senior Lenders as adequate protection of their interests in the Collateral. The Subordinated Representative shall not seek, request, or accept any form of adequate protection (whether by way of cash payment, additional or replacement liens, super-priority administrative expense claims, or otherwise) that would impair, diminish, or otherwise adversely affect the Senior Claims, the Senior Liens, or any DIP Financing consented to by the Senior Representative. The Subordinated Representative acknowledges that the foregoing limitations on adequate protection are a material inducement to the Senior Lenders' willingness to extend credit under the Senior Secured Credit Facility.

ARTICLE V — STANDSTILL AND ENFORCEMENT

Section 5.01 — Senior Representative Enforcement Rights

(a) The Senior Representative (acting on behalf of the Senior Lenders in accordance with the terms of the Credit Agreement) shall have the exclusive right to take Enforcement Actions with respect to the Collateral at any time and from time to time, whether before, during, or after any Insolvency Proceeding, in each case in accordance with the terms of the Senior Credit Documents. For the avoidance of doubt, such exclusive right includes, without limitation, the right to (i) accelerate any or all of the Senior Claims, (ii) exercise any and all rights and remedies under the Guarantee and Collateral Agreement and the other Senior Credit Documents, (iii) foreclose upon, sell, or otherwise dispose of any or all Collateral (whether by judicial action, public or private sale, strict foreclosure, or other means), (iv) exercise any rights under Article 9 of the UCC or any comparable provision of applicable law, (v) collect any accounts, instruments, or other Collateral directly from any account debtor or other obligor, and (vi) direct the Borrower, Holdings, or any Grantor to make payments to the Senior Collateral Agent.

(b) The Subordinated Representative acknowledges and agrees that the Senior Representative's exclusive right to take Enforcement Actions with respect to the Collateral is a material term of this Agreement and a material inducement to the Senior Lenders' willingness to extend credit under the Senior Secured Credit Facility.

Section 5.02 — Standstill Period

(a) The Subordinated Representative shall not take, nor direct or instruct any holder of Subordinated Claims to take, any Enforcement Action with respect to any Collateral for a period of one hundred eighty (180) days following the delivery by the Subordinated Representative to the Senior Representative of a Subordinated Default Notice in substantially the form of Exhibit C hereto, notifying the Senior Representative of the occurrence of a default under the Subordinated Note Documents (such one hundred eighty (180)-day period, the "Standstill Period").

(b) After the expiration of the Standstill Period, the Subordinated Representative may take Enforcement Actions only to the extent that such Enforcement Actions are not inconsistent with the lien priorities established in Article II, the payment subordination provisions of Article III, and the insolvency subordination provisions of Article IV. In no event shall the Subordinated Representative take any Enforcement Action that would impair, diminish, or otherwise adversely affect the Senior Claims, the Senior Liens, or the rights of the Senior Representative hereunder.

(c) A new Standstill Period shall commence upon the delivery by the Subordinated Representative of each separate Subordinated Default Notice. For the avoidance of doubt, if the Subordinated Representative delivers a new Subordinated Default Notice prior to the expiration of an existing Standstill Period, a new one hundred eighty (180)-day Standstill Period shall commence on the date of delivery of such new Subordinated Default Notice.

(d) Notwithstanding the foregoing provisions of this Section 5.02, the Subordinated Representative shall at all times be entitled to:

(i) accelerate the Subordinated Notes in accordance with the terms of the Subordinated Note Purchase Agreement (it being understood that such acceleration shall not constitute an Enforcement Action with respect to the Collateral and shall be subject to the payment subordination provisions of Article III);

(ii) file proofs of claim, motions, and other pleadings in any Insolvency Proceeding commenced by or against any Grantor, Holdings, or any subsidiary thereof, subject in all respects to the subordination provisions of Article IV;

(iii) take such actions as may be necessary or appropriate to preserve the enforceability and validity of the Subordinated Note Documents, including, without limitation, the filing of financing statements, the recording of notices, and the institution of legal proceedings to toll any applicable statute of limitations or to prevent the running of any prescriptive period; provided that the Subordinated Representative shall not foreclose upon, sell, collect, or otherwise realize upon any Collateral in connection with any such action; and

(iv) exercise its rights under Article VI (Purchase Option).

Section 5.03 — Exercise of Remedies by Senior Representative

All proceeds of Collateral received by the Senior Collateral Agent, the Senior Representative, or any Senior Lender in connection with any Enforcement Action (including, without limitation, any foreclosure, sale, collection, or other disposition of Collateral), and all other amounts received by any such Person on account of the Collateral, shall be applied in the following order of priority:

First, to the payment of all costs and expenses of the Senior Collateral Agent and the Senior Representative incurred in connection with such Enforcement Action (including, without limitation, reasonable attorneys' fees and expenses, appraisal costs, auction costs, and costs of sale);

Second, to the indefeasible payment in full in cash of all Senior Claims (including principal, accrued interest, fees, expenses, indemnification obligations, hedging obligations, cash management obligations, and all other amounts constituting Senior Claims), in such order and manner as provided in the Credit Agreement;

Third, after the Senior Discharge Date, to the payment of all Subordinated Claims (including principal, accrued interest, fees, expenses, and all other amounts constituting Subordinated Claims), in such order and manner as provided in the Subordinated Note Purchase Agreement; and

Fourth, any remaining surplus to the Borrower, Holdings, or the applicable Grantor, or as a court of competent jurisdiction may direct.

Section 5.04 — Cooperation

The Subordinated Representative shall cooperate with and assist the Senior Representative in connection with any Enforcement Action taken by the Senior Representative with respect to the Collateral, including, without limitation, by executing and delivering such releases, consents, waivers, UCC-3 termination statements, mortgage discharges, and other instruments and documents as the Senior Representative may reasonably request. The Subordinated Representative shall not take any action that would hinder, delay, or otherwise impede any Enforcement Action by the Senior Representative. The costs and expenses of the Subordinated Representative in providing such cooperation shall be borne by the Borrower or the applicable Grantor.

Section 5.05 — Insurance and Condemnation Proceeds

All insurance proceeds and condemnation awards with respect to the Collateral (including, without limitation, proceeds of any property insurance, business interruption insurance, key-man insurance, or liability insurance maintained by any Grantor with respect to the Collateral, and any award, compensation, or other payment received in connection with any condemnation, eminent domain, or similar taking of any Collateral) shall be applied in accordance with Section 5.03 (Senior Claims first, then Subordinated Claims after the Senior Discharge Date). The Subordinated Representative shall not make any claim against, or seek any distribution of, any such insurance proceeds or condemnation awards except in accordance with the waterfall set forth in Section 5.03.

ARTICLE VI — PURCHASE OPTION

Section 6.01 — Subordinated Representative Purchase Right

(a) At any time following the occurrence and during the continuance of an event of default under the Senior Credit Documents (whether or not the Senior Claims have been accelerated), the Subordinated Representative shall have the right (but not the obligation) to purchase all (but not less than all) of the outstanding Senior Claims at a purchase price equal to the aggregate outstanding principal amount of the Senior Claims plus all accrued and unpaid interest, fees, expenses, and other amounts constituting Senior Claims as of the date of the closing of such purchase (the "Purchase Price"), which Purchase Price shall be payable in immediately available funds in United States dollars (the "Purchase Right").

(b) The Subordinated Representative shall exercise the Purchase Right by delivering to the Senior Representative a written notice of its irrevocable election to purchase all of the outstanding Senior Claims (a "Purchase Notice") within ten (10) Business Days after the date on which the Subordinated Representative receives written notice from the Senior Representative (or otherwise becomes aware) of the occurrence of such event of default. The Purchase Notice shall specify the proposed closing date for the purchase, which shall be not later than twenty (20) Business Days after the date of the Purchase Notice (the "Purchase Closing Date").

(c) On the Purchase Closing Date, the Senior Representative and the Senior Lenders shall transfer, assign, and deliver to the Subordinated Representative (or its designated nominee or assignee) all of their right, title, and interest in and to the Senior Claims and the Senior Credit Documents, free and clear of all liens, claims, encumbrances, and restrictions (other than those arising under the Senior Credit Documents or this Agreement), in exchange for payment of the Purchase Price by the Subordinated Representative in immediately available funds. Upon the consummation of such purchase, all Senior Liens and all rights under the Guarantee and Collateral Agreement and the other Senior Credit Documents shall be assigned to the Subordinated Representative (or its designee), and the Subordinated Representative (or its designee) shall succeed to the position of the Senior Lenders under the Senior Credit Documents, subject to the terms and conditions thereof.

(d) If the Subordinated Representative fails to deliver a Purchase Notice within the ten (10) Business Day period specified in Section 6.01(b), or fails to consummate the purchase on the Purchase Closing Date, the Purchase Right with respect to such event of default shall lapse and be of no further force or effect; provided that the foregoing shall not limit the Subordinated Representative's right to exercise the Purchase Right upon the occurrence of a subsequent or different event of default.

Section 6.02 — Assignment Mechanics

(a) In connection with any purchase consummated pursuant to Section 6.01, the Senior Representative and each Senior Lender shall deliver to the Subordinated Representative (or its designee):

(i) customary assignment agreements in a form reasonably acceptable to the parties (including, without limitation, assignments under Section 10.07 of the Credit Agreement, or any comparable provision);

(ii) a payoff letter setting forth the Purchase Price and wire transfer instructions;

(iii) UCC-3 assignment amendments with respect to all UCC financing statements filed on behalf of the Senior Collateral Agent;

(iv) assignment of mortgage instruments (if any) covering any real property Collateral;

(v) assignments of intellectual property security interests filed with the United States Patent and Trademark Office and the United States Copyright Office, and with any comparable foreign intellectual property offices; and

(vi) such other instruments, documents, and agreements as may be reasonably necessary to effectuate the transfer and assignment contemplated by Section 6.01.

(b) All costs and expenses incurred by the Senior Representative and the Senior Lenders in connection with the preparation, execution, and delivery of the documents described in this Section 6.02 shall be borne by the Subordinated Representative.

ARTICLE VII — AGREEMENTS WITH RESPECT TO GRANTORS

Section 7.01 — Amendments to Senior Credit Documents

The Senior Representative and the Senior Lenders may, from time to time, amend, restate, amend and restate, supplement, refinance, replace, increase, extend, renew, or otherwise modify the Senior Credit Documents, and enter into new Senior Credit Documents, in each case without the consent of, or notice to, the Subordinated Representative; provided, however, that no such amendment, restatement, supplement, refinancing, replacement, increase, extension, renewal, or modification shall, without the prior written consent of the Subordinated Representative:

(a) increase the aggregate principal amount of the Senior Claims above One Billion Four Hundred Million Dollars ($1,400,000,000) (being the sum of the $1,200,000,000 Term Loan B and the $200,000,000 Revolving Credit Facility), plus any accrued and unpaid interest, fees, PIK amounts, and other amounts that are added to or accrue on the outstanding principal amount of the Senior Claims in accordance with the terms of the Credit Agreement as in effect on the Closing Date, unless the Subordinated Representative has consented in writing to such increase;

(b) extend the final maturity date of any Senior Claim to a date that is later than the stated maturity date of the Subordinated Notes (being the date that is eight (8) years after the Closing Date); or

(c) increase the interest rate applicable to any Senior Claim by more than two hundred (200) basis points above the applicable interest rate in effect on the Closing Date (being SOFR plus 475 basis points per annum with respect to the Term Loan B and SOFR plus 425 basis points per annum with respect to the Revolving Credit Facility), excluding any increase in the interest rate attributable to the application of a default rate of interest.

For the avoidance of doubt, nothing in this Section 7.01 shall restrict the right of the Senior Representative or the Senior Lenders to (i) amend the Senior Credit Documents to add additional financial covenants, negative covenants, or affirmative covenants, (ii) amend the pricing grid or margin ratchet provisions within the limitations set forth in clause (c) above, (iii) add additional Grantors or guarantors, or (iv) add additional Collateral.

Section 7.02 — Amendments to Subordinated Note Documents

The Subordinated Representative and Crestline Mezzanine Partners II LP (and any other holders of Subordinated Claims) may, from time to time, amend, restate, amend and restate, supplement, or otherwise modify the Subordinated Note Documents without the consent of, or notice to, the Senior Representative; provided, however, that no such amendment, restatement, supplement, or modification shall, without the prior written consent of the Senior Representative:

(a) increase the aggregate principal amount of the Subordinated Claims above Three Hundred Million Dollars ($300,000,000) plus any PIK accretions and other amounts that are added to or accrue on the outstanding principal amount of the Subordinated Notes in accordance with the terms of the Subordinated Note Purchase Agreement as in effect on the Closing Date;

(b) increase the stated interest rate on the Subordinated Notes above 11.5% per annum (or, in the case of a default rate of interest, above 2.0% per annum in excess of the non-default rate then in effect);

(c) shorten the stated maturity date of the Subordinated Notes or accelerate any scheduled amortization or mandatory prepayment thereunder (other than acceleration following an event of default under the Subordinated Note Documents);

(d) add, create, or expand any security interest, lien, or collateral package securing the Subordinated Claims (except as expressly permitted under this Agreement and the Credit Agree

INTERCREDITOR AGREEMENT
Dated as of [__], 2025
among
STONEBRIDGE CREDIT PARTNERS LLC as Administrative Agent, Collateral Agent, and Senior Representative
and
CRESTLINE MEZZANINE PARTNERS II LP as Subordinated Representative
Acknowledged and Agreed by:
ARDENT APEX HOLDINGS INC. as Holdings
LUMINEX SYSTEMS HOLDINGS INC. as Borrower
LUMINEX SYSTEMS INC. and each other Grantor party hereto
________________________________________
Calderwood & Harkness LLP 7 Times Square New York, New York 10036 Matter No. 1001-00004
Right-click to update Table of Contents
INTERCREDITOR AGREEMENT
THIS INTERCREDITOR AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is dated as of [__], 2025 (the "Closing Date"), and is entered into among:
(1) STONEBRIDGE CREDIT PARTNERS LLC, a Delaware limited liability company, in its capacity as administrative agent and collateral agent under the Senior Secured Credit Facility (as defined below) and as the Senior Representative hereunder, having its principal office at 600 Lexington Avenue, 20th Floor, New York, New York 10022 (in such capacities, the "Senior Representative"); and
(2) CRESTLINE MEZZANINE PARTNERS II LP, a Delaware limited partnership, in its capacity as holder representative under the Subordinated Note Purchase Agreement (as defined below) and as the Subordinated Representative hereunder, having its principal office at 1345 Avenue of the Americas, 32nd Floor, New York, New York 10105 (in such capacity, the "Subordinated Representative").
Acknowledged and Agreed by:
(3) ARDENT APEX HOLDINGS INC., a Delaware corporation ("Holdings" or the "Parent"), having its principal office c/o Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, New York 10022 (EIN: 93-2178435);
(4) LUMINEX SYSTEMS HOLDINGS INC., a Delaware corporation (the "Borrower" or the "Surviving Corporation"), having its principal office at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191 (EIN: 86-2547193);
(5) LUMINEX SYSTEMS INC., a Delaware corporation ("Luminex US") (EIN: 86-2547210), and each other Grantor (as defined herein) signatory hereto or that becomes a party hereto pursuant to a Joinder Agreement.
Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS:
A. Luminex Systems Holdings Inc. (as Borrower), Ardent Apex Holdings Inc. (as Holdings), the lenders from time to time party thereto (including Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, and Ironvale Credit Fund III LP, collectively, the "Senior Lenders"), and Stonebridge Credit Partners LLC, as administrative agent and collateral agent, have entered into that certain Credit Agreement dated as of the Closing Date (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), providing for (i) a senior secured first-lien term loan B facility in an aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Term Loan B") and (ii) a senior secured first-lien revolving credit facility in an aggregate principal amount of Two Hundred Million Dollars ($200,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B, the "Senior Secured Credit Facility"), for an aggregate Senior Secured Credit Facility of One Billion Four Hundred Million Dollars ($1,400,000,000);
B. Ardent Apex Holdings Inc. (as Issuer) and Crestline Mezzanine Partners II LP (as Purchaser) have entered into that certain Subordinated Note Purchase Agreement dated as of the Closing Date (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Subordinated Note Purchase Agreement"), providing for the issuance of Three Hundred Million Dollars ($300,000,000) in aggregate principal amount of subordinated notes (the "Subordinated Notes") bearing interest at a rate of 11.5% per annum on a payment-in-kind ("PIK") toggle basis (with cash interest payable at the election of Holdings commencing after the second anniversary of the Closing Date), maturing on the date that is eight (8) years following the Closing Date;
C. In connection with the Senior Secured Credit Facility, the Borrower, Holdings, Luminex US, and each other domestic subsidiary of Holdings that is a guarantor under the Senior Credit Documents have entered into that certain Guarantee and Collateral Agreement dated as of the Closing Date (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of Stonebridge Credit Partners LLC, as Collateral Agent, granting first-priority security interests in and liens on substantially all assets of the Borrower and each domestic subsidiary of Holdings that is a Grantor, including a pledge of sixty-five percent (65%) of the issued and outstanding equity interests of each first-tier foreign subsidiary of the Grantors;
D. The Subordinated Notes are intended to be contractually subordinated in right of payment and, to the extent applicable, in lien priority to the Senior Secured Credit Facility, all as more fully set forth in this Agreement;
E. This Agreement is being entered into in connection with the acquisition (the "Acquisition") of Luminex Systems Holdings Inc. by Ardent Apex Holdings Inc. pursuant to that certain Agreement and Plan of Merger dated as of March 24, 2025 (as amended, restated, or otherwise modified from time to time, the "Merger Agreement"), among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc. (a wholly owned subsidiary of Ardent Apex Holdings Inc. formed for the purpose of effecting the Acquisition), and Luminex Systems Holdings Inc., providing for the merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc., with Luminex Systems Holdings Inc. continuing as the Surviving Corporation and a wholly owned subsidiary of Ardent Apex Holdings Inc. (the "Merger"), at an aggregate equity value of Two Billion Eight Hundred Million Dollars ($2,800,000,000) (based on a per-share price of $20.00 multiplied by 140,000,000 fully diluted shares);
F. In connection with the Subordinated Note Purchase Agreement, Holdings and Crestline Mezzanine Partners II LP have entered into that certain Mezzanine Warrant Agreement dated as of the Closing Date (as amended, restated, or otherwise modified from time to time, the "Mezzanine Warrant Agreement"), pursuant to which Holdings has granted to Crestline warrants to purchase shares representing two percent (2.0%) of the fully diluted equity of Ardent Apex Holdings Inc., on the terms and subject to the conditions set forth therein; and
G. The Senior Representative and the Subordinated Representative desire to set forth their respective agreements as to the relative priority of their liens (if any) on the Collateral, the subordination of the Subordinated Claims in right of payment to the Senior Claims, the standstill and enforcement rights of each party, and certain other intercreditor matters, all as more fully set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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 Stonebridge Credit Partners LLC, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.
"Bankruptcy Default" means an Event of Default under Sections 8.01(g) or 8.01(h) of the Credit Agreement (or any comparable successor provision) arising from the filing of a voluntary or involuntary petition in bankruptcy, the appointment of a receiver or custodian, or the commencement of any similar insolvency proceeding with respect to any Grantor or Holdings.
"blockage Period" has the meaning assigned to such term in Section 3.03(a).
"Borrower" means Luminex Systems Holdings Inc., a Delaware corporation, in its capacity as borrower under the Credit Agreement.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in the City of New York are authorized or required by law to close.
"Closing Date" means the date first set forth above, which is the date on which the Merger is consummated, the Senior Secured Credit Facility is funded, and the Subordinated Notes are issued.
"Collateral" means all assets and property of the Grantors that are subject to liens or security interests under the Guarantee and Collateral Agreement or any other Senior Credit Document, including, without limitation, substantially all personal property assets of the Grantors (including accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, intellectual property, inventory, investment property, letter-of-credit rights, commercial tort claims, and all proceeds and products thereof) and sixty-five percent (65%) of the issued and outstanding equity interests of each first-tier foreign subsidiary of any Grantor, including Luminex Systems AG (Canton of Glenrock Assurance, Switzerland, CHE-284.391.057), Luminex Systems UK Ltd. (England and Wales, Company No. 12847362), Luminex Systems GmbH (Munich, Germany, HRB 247891), and Luminex Systems Pte. Ltd. (Singapore, UEN 201924781K).
"Collateral Agent" means Stonebridge Credit Partners LLC, in its capacity as collateral agent under the Guarantee and Collateral Agreement and the other Senior Credit Documents, together with its successors and assigns in such capacity.
"Credit Agreement" has the meaning assigned to such term in the Recitals.
"DGCL" means the Delaware General Corporation Law, as amended from time to time.
"DIP Financing" means any debtor-in-possession financing provided to any Grantor, Holdings, or any subsidiary thereof in connection with any Insolvency Proceeding, whether pursuant to Section 364 of the Bankruptcy Code or otherwise.
"Enforcement Action" means any action to foreclose upon, collect, realize upon, sell, or otherwise exercise or enforce any right or remedy with respect to any Collateral, including, without limitation, (a) any action to accelerate indebtedness, (b) the exercise of any right or remedy under the Guarantee and Collateral Agreement, (c) the exercise of any right of set-off or recoupment, (d) any foreclosure on, sale of, or other disposition of any Collateral (whether by judicial action, self-help, or otherwise), (e) the exercise of any rights under Article 9 of the UCC or any comparable provision of applicable law, (f) the direction of the Borrower or any Grantor to make any payment, and (g) the commencement or prosecution of any legal proceedings against the Borrower or any Grantor with respect to the Collateral.
"Grantor" or "Grantors" means Luminex Systems Holdings Inc., Luminex Systems Inc., Ardent Apex Holdings Inc., and each other domestic subsidiary of Holdings that is or becomes a guarantor under the Senior Credit Documents or that executes a Joinder Agreement, in each case in its capacity as a grantor of liens under the Guarantee and Collateral Agreement.
"Guarantee and Collateral Agreement" has the meaning assigned to such term in the Recitals.
"Holdings" means Ardent Apex Holdings Inc., a Delaware corporation, together with its successors and permitted assigns.
"Insolvency Proceeding" means any case, action, proceeding, or other matter commenced by or against any Grantor, Holdings, or any subsidiary thereof under Title 11 of the United States Code (the "Bankruptcy Code"), any other bankruptcy, insolvency, receivership, liquidation, reorganization, composition, adjustment, dissolution, winding-up, or similar proceeding under the laws of any domestic or foreign jurisdiction, or any assignment for the benefit of creditors, or the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for any such Person or for any substantial part of such Person's assets.
"Joinder Agreement" means a joinder agreement substantially in the form of Exhibit A hereto.
"Lien Priority" means the relative priority of liens and security interests as established in Article II of this Agreement.
"Merger" has the meaning assigned to such term in the Recitals.
"Merger Agreement" has the meaning assigned to such term in the Recitals.
"Mezzanine Warrant Agreement" has the meaning assigned to such term in the Recitals.
"Payment blockage Notice" means a written notice from the Senior Representative to the Subordinated Representative in substantially the form of Exhibit B hereto, triggering a blockage Period under Section 3.03.
"Payment Default" means any failure by the Borrower, Holdings, or any Grantor to make any payment of principal, interest, or fees when due under the Credit Agreement after the expiration of any applicable grace period.
"Permitted Subordinated Debt Payments" has the meaning assigned to such term in Section 3.02.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, governmental authority, or other entity of whatever nature.
"PIK" means payment-in-kind, whereby accrued interest is capitalized and added to the outstanding principal amount of the applicable indebtedness in lieu of cash payment.
"Refinancing Senior Claims" has the meaning assigned to such term in Section 9.01.
"Refinancing Subordinated Claims" has the meaning assigned to such term in Section 9.02.
"Senior Claims" means all obligations, indebtedness, and liabilities of every kind and nature of the Borrower, Holdings, and each Grantor now or hereafter existing under or in connection with the Senior Credit Documents, whether direct or indirect, absolute or contingent, joint or several, matured or unmatured, secured or unsecured, including, without limitation: (a) all principal amounts outstanding under the Credit Agreement (including the $1,200,000,000 Term Loan B and the $200,000,000 Revolving Credit Facility), (b) all accrued and unpaid interest thereon (including interest at the applicable rate of SOFR plus 475 basis points per annum on the Term Loan B and SOFR plus 425 basis points per annum on the Revolving Credit Facility, and any default interest), (c) all fees (including commitment fees, letter of credit fees, and administrative agency fees), (d) all costs and expenses (including legal fees and expenses of counsel to the Administrative Agent and the Collateral Agent), (e) all obligations under any hedging agreements or swap agreements entered into with a Senior Lender or an affiliate thereof, (f) all obligations under any cash management agreements entered into with a Senior Lender or an affiliate thereof, (g) all indemnification obligations, and (h) all other amounts payable under the Senior Credit Documents.
"Senior Collateral Agent" means Stonebridge Credit Partners LLC, in its capacity as Collateral Agent, together with its successors and assigns in such capacity.
"Senior Credit Documents" means, collectively, the Credit Agreement, the Guarantee and Collateral Agreement, the Fee Letter referenced as SC-2025-0312-AC, the Commitment Letter referenced as SC-2025-0312-AC dated March 8, 2025, each pledge agreement, mortgage, intellectual property security agreement, and all other documents, instruments, and agreements executed and delivered in connection with the Senior Secured Credit Facility, in each case as amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time.
"Senior Default" means any "Event of Default" or "Default" (each as defined in the Credit Agreement) under the Credit Agreement or any other Senior Credit Document.
"Senior Discharge Date" means the first date on which (a) all Senior Claims have been indefeasibly paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), (b) all commitments to extend credit under the Credit Agreement have been permanently terminated, and (c) all letters of credit issued under the Credit Agreement have expired, been terminated, or been cash collateralized or backstopped to the satisfaction of the Administrative Agent.
"Senior Lenders" means Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC (with an initial hold of $350,000,000), Ironvale Credit Fund III LP (with an initial hold of $250,000,000), and any other lender from time to time party to the Credit Agreement, together with their respective successors and assigns.
"Senior Liens" means the liens and security interests granted to the Senior Collateral Agent under the Guarantee and Collateral Agreement and the other Senior Credit Documents to secure the Senior Claims.
"Senior Representative" means Stonebridge Credit Partners LLC, in its capacities as Administrative Agent, Collateral Agent, and senior representative hereunder, together with its successors and assigns in such capacities.
"Senior Secured Credit Facility" has the meaning assigned to such term in the Recitals.
"SOFR" means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (or a successor administrator), as further defined and subject to the fallback provisions set forth in the Credit Agreement.
"Springing Financial Covenant" means the maximum first-lien net leverage ratio of 6.50 to 1.00, which is tested on the last day of each fiscal quarter only when the aggregate outstanding principal amount of revolving loans and swingline loans under the Revolving Credit Facility exceeds forty percent (40%) of the aggregate revolving commitments (i.e., in excess of $80,000,000), as further set forth in Section 7.01 of the Credit Agreement.
"Standstill Period" has the meaning assigned to such term in Section 5.02.
"Subordinated Claims" means all obligations, indebtedness, and liabilities of every kind and nature of Holdings now or hereafter existing under or in connection with the Subordinated Note Documents, whether direct or indirect, absolute or contingent, joint or several, matured or unmatured, including, without limitation: (a) the $300,000,000 aggregate principal amount of the Subordinated Notes (as increased by any PIK accretions), (b) all accrued and unpaid interest thereon (at the rate of 11.5% per annum, on a PIK toggle basis), (c) any make-whole premium, (d) all fees, costs, and expenses, and (e) all other amounts payable under the Subordinated Note Documents.
"Subordinated Default Notice" means a written notice from the Subordinated Representative to the Senior Representative in substantially the form of Exhibit C hereto, notifying the Senior Representative of the occurrence of a default under the Subordinated Note Documents.
"Subordinated Liens" means any liens or security interests now or hereafter granted to the Subordinated Representative or any holder of Subordinated Claims to secure the Subordinated Claims.
"Subordinated Note Documents" means, collectively, the Subordinated Note Purchase Agreement, the Mezzanine Warrant Agreement, and all other documents, instruments, and agreements executed and delivered in connection with the Subordinated Notes, in each case as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with this Agreement.
"Subordinated Note Purchase Agreement" has the meaning assigned to such term in the Recitals.
"Subordinated Notes" has the meaning assigned to such term in the Recitals.
"Subordinated Representative" means Crestline Mezzanine Partners II LP, in its capacity as the holder representative hereunder, together with its successors and assigns in such capacity.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York, or, when the laws of another jurisdiction govern the perfection or priority of a security interest in any particular Collateral, the Uniform Commercial Code as in effect from time to time in such other jurisdiction; provided that the term "UCC" shall include any successor statute adopted in any relevant jurisdiction.
Section 1.02 — Interpretation; Rules of Construction
(a) Unless the context otherwise requires, (i) references to any agreement, instrument, or document (including this Agreement) shall be deemed to include references to such agreement, instrument, or document as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and thereof, (ii) references to any statute, law, rule, or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such statute, law, rule, or regulation, (iii) references to the UCC shall mean the UCC as described in the definition thereof, (iv) references to the DGCL shall mean the Delaware General Corporation Law as in effect from time to time, (v) references to "applicable law" shall mean all applicable provisions of constitutions, statutes, rules, regulations, and orders of governmental authorities and all orders and decrees of courts and arbitrators, (vi) the words "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or provision hereof, (vii) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (viii) the use of the masculine, feminine, or neuter gender or the singular or plural form of any word shall include any other gender or form, as the context may require, (ix) references to "dollars" or "$" shall mean United States dollars, and (x) references to any Article, Section, Exhibit, or Schedule shall be to Articles, Sections, Exhibits, and Schedules of and to this Agreement unless otherwise specified.
(b) The headings and captions contained in this Agreement are included for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
(c) Any reference to a "Business Day" shall mean a Business Day as defined in Section 1.01, and if any time period or deadline specified herein ends on a day that is not a Business Day, such period or deadline shall be extended to the next succeeding Business Day.
(d) In the event of any conflict or inconsistency between the terms and provisions of this Agreement, on the one hand, and the terms and provisions of any Senior Credit Document or Subordinated Note Document, on the other hand, the terms and provisions of this Agreement shall control and govern as between the Senior Representative and the Subordinated Representative; provided that the foregoing shall not limit the obligations of the Borrower, Holdings, or any Grantor under any Senior Credit Document or Subordinated Note Document to the extent such obligations are not inconsistent with this Agreement.
Section 1.03 — Effectiveness
This Agreement shall become effective upon the Closing Date, concurrently with (a) the funding of the Term Loan B and the establishment of the Revolving Credit Facility under the Credit Agreement, (b) the issuance of the Subordinated Notes under the Subordinated Note Purchase Agreement, and (c) the consummation of the Merger pursuant to the Merger Agreement. Prior to the Closing Date, this Agreement shall have no force or effect.
ARTICLE II — LIEN PRIORITY AND SUBORDINATION
Section 2.01 — Lien Subordination
Notwithstanding anything to the contrary in any Subordinated Note Document, the UCC, the Bankruptcy Code, or any other applicable law, all Subordinated Liens (if any) on the Collateral, whether now existing or hereafter arising, shall be, and are hereby agreed to be, subordinate and junior in all respects to all Senior Liens on the Collateral, regardless of the time, manner, method, or order of attachment, creation, grant, or perfection of any such liens or security interests, regardless of the order of filing or recording of any financing statements, fixture filings, deeds of trust, mortgages, or other documents under the UCC or any other applicable law, regardless of any provision of the UCC or any other applicable law, and regardless of any other circumstance whatsoever. The priority of the Senior Collateral Agent's Senior Liens shall apply to all Collateral, including, without limitation, substantially all personal property assets of the Grantors and the sixty-five percent (65%) equity pledge in first-tier foreign subsidiaries described herein. The Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, hereby acknowledges and agrees to such subordination and priority.
Section 2.02 — Nature of Subordinated Liens
(a) The Subordinated Representative acknowledges and agrees that, as of the Closing Date, the Subordinated Notes are contractually subordinated obligations of Holdings (Ardent Apex Holdings Inc.) and are not secured by any lien on, or security interest in, the Collateral. To the extent that any lien on or security interest in any Collateral is hereafter granted by any Grantor or Holdings to the Subordinated Representative or any holder of Subordinated Claims to secure the Subordinated Claims (whether pursuant to a separate security agreement or otherwise), any such lien or security interest shall be and shall remain at all times junior and subordinate in all respects to all Senior Liens on the same Collateral, and the provisions of this Article II (including, without limitation, the subordination, release, and standstill provisions) shall apply in full to any such lien or security interest.
(b) No Subordinated Lien shall at any time be pari passu with, or senior to, any Senior Lien. In the event that, notwithstanding the foregoing, any Subordinated Lien is, as a matter of law or otherwise, determined to be pari passu with or senior to any Senior Lien, the Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, agrees that such Subordinated Lien shall be deemed and treated as junior and subordinate to such Senior Lien to the fullest extent permitted by law.
Section 2.03 — Prohibition on Contesting Liens
(a) The Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, agrees that it shall not (and shall not direct, instruct, or encourage any other Person to), at any time, contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Senior Lien on any Collateral, or support or assist any other Person in any such contest, challenge, or objection, whether in any Insolvency Proceeding or otherwise.
(b) The Senior Representative, on behalf of itself and the Senior Lenders, agrees that it shall not (and shall not direct, instruct, or encourage any other Person to), at any time, contest, challenge, or raise any objection to the validity, perfection, priority, or enforceability of any Subordinated Lien on any Collateral (to the extent any such Subordinated Lien has been granted in accordance with this Agreement and the Senior Credit Documents), or support or assist any other Person in any such contest, challenge, or objection, whether in any Insolvency Proceeding or otherwise; provided that nothing in this Section 2.03(b) shall prohibit the Senior Representative from asserting the priority and subordination provisions of this Agreement.
Section 2.04 — No New Liens
The Subordinated Representative shall not, and shall not permit any holder of Subordinated Claims to, acquire or hold any lien on, or security interest in, any Collateral unless the Senior Collateral Agent contemporaneously (or prior thereto) acquires and holds a senior lien on, and senior security interest in, the same Collateral securing the Senior Claims, which senior lien and security interest shall have priority over any such Subordinated Lien in accordance with the terms of this Agreement. Any lien on or security interest in any Collateral acquired or held by the Subordinated Representative or any holder of Subordinated Claims in violation of this Section 2.04 shall be deemed to be held in trust for the benefit of the Senior Collateral Agent and the Senior Lenders, and the Subordinated Representative shall promptly take all actions necessary to assign such lien or security interest to the Senior Collateral Agent.
Section 2.05 — Automatic Release of Subordinated Liens
(a) If at any time the Senior Collateral Agent releases, or agrees to release, its Senior Lien on any Collateral (or any portion thereof) in connection with any disposition, sale, transfer, or other transaction that is permitted under the terms of the Credit Agreement, or in connection with any Enforcement Action conducted in accordance with the terms of the Senior Credit Documents, then any corresponding Subordinated Lien on such Collateral (or portion thereof) shall be automatically and simultaneously released without any further action by the Subordinated Representative or any holder of Subordinated Claims.
(b) Upon the reasonable request of the Senior Representative or the Senior Collateral Agent (or the Borrower or any Grantor acting at the direction thereof), the Subordinated Representative shall promptly execute and deliver such UCC-3 termination statements, lien releases, mortgage discharges, intellectual property security interest releases, and other instruments and documents as may be reasonably necessary to confirm and evidence the release of any Subordinated Lien pursuant to this Section 2.05. The costs and expenses of preparing, executing, and recording any such release documents shall be borne by the Borrower or the applicable Grantor.
ARTICLE III — PAYMENT SUBORDINATION
Section 3.01 — Subordination of Subordinated Claims
All Subordinated Claims (including, without limitation, the $300,000,000 aggregate principal amount of the Subordinated Notes, all accrued and unpaid interest thereon at the rate of 11.5% per annum (whether paid in cash or capitalized as PIK interest), any applicable make-whole premium, and all other amounts payable under the Subordinated Note Documents) are, and shall remain at all times, subordinated in right of payment to the prior indefeasible payment in full in cash of all Senior Claims. Such subordination in right of payment shall be effective in all circumstances, including, without limitation, in connection with any Insolvency Proceeding, any Enforcement Action, any distribution of the assets of the Borrower, Holdings, or any Grantor, and any other circumstance in which the relative priority of the Senior Claims and the Subordinated Claims is relevant.
Section 3.02 — Permitted Subordinated Debt Payments
Notwithstanding the provisions of Section 3.01, and subject to the payment blockage provisions of Section 3.03, the following payments on account of the Subordinated Claims (collectively, "Permitted Subordinated Debt Payments") shall be permitted so long as, at the time of such payment and after giving effect thereto, no Payment Default and no Bankruptcy Default has occurred and is continuing under the Senior Credit Documents:
(a) Regularly Scheduled Interest Payments. Regularly scheduled payments of interest on the Subordinated Notes (at the rate of 11.5% per annum on a PIK toggle basis, with cash interest payable at the election of Holdings commencing after the second anniversary of the Closing Date), so long as no Senior Default exists at the time of such payment or would result therefrom.
(b) PIK Interest. The capitalization of accrued and unpaid interest on the Subordinated Notes and the addition of such accrued interest to the outstanding principal amount of the Subordinated Notes (i.e., PIK interest), at any time and regardless of whether a Senior Default exists, as such capitalization does not constitute a cash payment.
(c) Final Maturity Payment. Payment of the Subordinated Claims upon the final stated maturity date of the Subordinated Notes (i.e., the date that is eight (8) years following the Closing Date), subject to (i) all Senior Claims having been indefeasibly paid in full in cash and all commitments under the Credit Agreement having been terminated (i.e., the Senior Discharge Date having occurred) or (ii) such payment being otherwise expressly permitted under the terms of the Credit Agreement and this Agreement at the time such payment is made.
(d) Equity-Funded Prepayments. Repayment or prepayment of the Subordinated Notes (in whole or in part) with the proceeds of new equity contributions to Holdings (including the net cash proceeds of new issuances of equity interests by Holdings to its equity holders), so long as such equity contributions do not constitute Collateral proceeds or the proceeds of any disposition of Collateral.
For the avoidance of doubt, except as expressly set forth in this Section 3.02, no payment of principal, interest, make-whole premium, or any other amount on account of the Subordinated Claims shall be made or permitted at any time if such payment would violate the provisions of this Article III.
Section 3.03 — Payment blockage
(a) Upon delivery by the Senior Representative to the Subordinated Representative of a Payment blockage Notice in substantially the form of Exhibit B hereto, no cash payment of any kind shall be made by or on behalf of Holdings, the Borrower, or any Grantor to the Subordinated Representative or any holder of Subordinated Claims on account of the Subordinated Claims (other than PIK interest, which may continue to accrue and be capitalized) for a period of one hundred seventy-nine (179) days commencing on the date of receipt of such Payment blockage Notice (such period, the "blockage Period").
(b) Not more than one (1) blockage Period shall be in effect during any consecutive three hundred sixty (360)-day period. If the Senior Representative delivers a Payment blockage Notice at a time when a blockage Period is already in effect or within three hundred sixty (360) days after the commencement of the immediately preceding blockage Period, such Payment blockage Notice shall be of no force or effect, and no new blockage Period shall commence, until the expiration of such three hundred sixty (360)-day period.
(c) A Payment blockage Notice may be delivered by the Senior Representative upon the occurrence and during the continuance of:
(i) a Payment Default under the Credit Agreement; or
(ii) a non-payment Senior Default under the Credit Agreement that has been noticed to the Borrower or Holdings in accordance with the Credit Agreement and that has continued for at least thirty (30) consecutive days following the date of such notice without having been cured or waived.
(d) During any blockage Period, PIK interest on the Subordinated Notes shall continue to accrue and shall be capitalized and added to the outstanding principal amount of the Subordinated Notes in accordance with the terms of the Subordinated Note Purchase Agreement. Such PIK interest capitalization shall not be deemed a "payment" for purposes of this Section 3.03.
(e) Upon the expiration of a blockage Period (and so long as no other Payment blockage Notice has been delivered or is required to be delivered), Permitted Subordinated Debt Payments may resume in accordance with Section 3.02, subject to the other terms and conditions of this Agreement.
Section 3.04 — Turnover of Payments
If the Subordinated Representative or any holder of Subordinated Claims receives any payment, distribution, or other consideration (whether in cash, property, securities, or otherwise, and whether received by way of direct payment, setoff, counterclaim, cross-claim, or otherwise) on account of the Subordinated Claims at any time when such payment, distribution, or other consideration is not permitted by the terms of this Article III, the Subordinated Representative or such holder shall hold such payment, distribution, or other consideration in trust for the benefit of the Senior Lenders and shall promptly (and in any event within five (5) Business Days of receipt thereof) turn over and deliver such payment, distribution, or other consideration to the Senior Collateral Agent, in the form received (duly endorsed or assigned, as applicable), for application against the Senior Claims in accordance with the terms of the Credit Agreement. Until so turned over and delivered, any such payment, distribution, or other consideration shall be segregated from the other assets of the Subordinated Representative or such holder and shall not be commingled with any other funds.
Section 3.05 — Subrogation
After the Senior Discharge Date, the Subordinated Representative shall be subrogated to the rights of the Senior Lenders to receive payments and distributions of Collateral proceeds and other assets of the Borrower, Holdings, and the Grantors to the extent that payments or distributions on account of the Subordinated Claims were turned over to the Senior Collateral Agent pursuant to Section 3.04. No such subrogation rights shall be exercised prior to the Senior Discharge Date, and any payment or distribution received by the Subordinated Representative by virtue of such subrogation rights prior to the Senior Discharge Date shall be held in trust and promptly turned over to the Senior Collateral Agent in accordance with Section 3.04.
ARTICLE IV — SUBORDINATION IN INSOLVENCY PROCEEDINGS
Section 4.01 — Insolvency Subordination
In any Insolvency Proceeding commenced by or against any Grantor, Holdings, or any subsidiary thereof, all Senior Claims shall be indefeasibly paid in full in cash before any payment or distribution of any kind or character (whether in cash, property, securities, or otherwise) shall be made to or for the account of the Subordinated Representative or any holder of Subordinated Claims on account of any Subordinated Claim. The provisions of this Article IV shall be applicable whether or not such payment or distribution is made pursuant to a plan of reorganization, a plan of liquidation, by way of dividend, through purchase or redemption, by setoff, or by any other means. The subordination provisions of this Article IV are intended to be and shall be enforceable against any trustee in bankruptcy, debtor-in-possession, receiver, custodian, or other representative of the estate of any Grantor or Holdings in any Insolvency Proceeding.
Section 4.02 — Distributions in Insolvency
Any payment or distribution (whether in cash, property, securities, or otherwise) in any Insolvency Proceeding that would otherwise be payable or deliverable to, or for the account of, the Subordinated Representative or any holder of Subordinated Claims on account of any Subordinated Claim shall be paid or delivered directly to the Senior Collateral Agent (or, if the Senior Collateral Agent has not filed a proof of claim with respect thereto, to the Administrative Agent) until the Senior Discharge Date, for application against the Senior Claims in accordance with the terms of the Credit Agreement. The Subordinated Representative hereby irrevocably authorizes, empowers, and directs any debtor, debtor-in-possession, receiver, trustee, custodian, liquidator, or similar Person making any such payment or distribution to make such payment or distribution directly to the Senior Collateral Agent. The Subordinated Representative also irrevocably authorizes and empowers the Senior Collateral Agent to demand, sue for, collect, and receive such payments and distributions and to file proofs of claim and other documents or pleadings as may be necessary or desirable to effectuate the provisions of this Section 4.02.
Section 4.03 — DIP Financing
(a) The Subordinated Representative shall not object to, oppose, or support any objection to, any DIP Financing proposed to be provided to any Grantor, Holdings, or any subsidiary thereof in connection with any Insolvency Proceeding, to the extent such DIP Financing has been consented to by the Senior Representative (or the Required Lenders, as applicable, under the Credit Agreement), including, without limitation, any DIP Financing that (i) is secured by liens on the Collateral that prime or are senior in priority to the Senior Liens, (ii) provides for the use of cash collateral, or (iii) contains terms and conditions that are acceptable to the Senior Representative.
(b) The Subordinated Representative shall not request, seek, accept, or receive any DIP Financing (whether from existing Senior Lenders or from third parties) that is secured by any lien on any Collateral that is equal to or senior in priority to any Senior Lien without the prior written consent of the Senior Representative; provided that the Subordinated Representative may request DIP Financing that is secured by liens that are junior and subordinate in all respects to the Senior Liens and any DIP Financing liens consented to by the Senior Representative.
Section 4.04 — Relief from the Automatic Stay
The Subordinated Representative shall not seek, request, or support any motion or request for relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or any other stay in any Insolvency Proceeding with respect to any Collateral, without the prior written consent of the Senior Representative, subject to and in accordance with the standstill provisions set forth in Article V. Nothing in this Section 4.04 shall prevent the Subordinated Representative from objecting to any motion for relief from the automatic stay brought by a party that is not the Senior Representative or any Senior Lender, to the extent that such objection does not adversely affect the rights of the Senior Representative or the Senior Lenders under this Agreement.
Section 4.05 — Post-Petition Interest
The Subordinated Representative, on behalf of itself and each holder of Subordinated Claims, agrees that, in any Insolvency Proceeding, any claim of the Subordinated Representative or any holder of Subordinated Claims for post-petition interest, fees, costs, expenses, or other charges on or with respect to the Subordinated Claims (whether or not such claim is allowable under Section 506(b) of the Bankruptcy Code or otherwise) shall be subordinated in all respects to all Senior Claims, including, without limitation, any claim of the Senior Representative or any Senior Lender for post-petition interest on the Senior Claims, whether or not such post-petition interest is allowed, allowable, or paid as a claim in such Insolvency Proceeding.
Section 4.06 — No Challenge to Senior Claims
The Subordinated Representative shall not, and shall not direct, instruct, or encourage any holder of Subordinated Claims to, challenge, contest, or raise any objection to the allowability, validity, priority, perfection, or secured status of any Senior Claim in any Insolvency Proceeding, including, without limitation, any claim that any Senior Claim should be subordinated, equitably subordinated, recharacterized, or disallowed under Section 510 or any other provision of the Bankruptcy Code or applicable law.
Section 4.07 — Adequate Protection
In any Insolvency Proceeding, the Subordinated Representative agrees that adequate protection of its interests in the Collateral (if any) shall be limited to the granting of a replacement lien on the Collateral (including any after-acquired property of the same type) that is at all times junior and subordinate in all respects to (a) the Senior Liens, (b) any liens securing DIP Financing consented to by the Senior Representative, and (c) any liens granted to the Senior Lenders as adequate protection of their interests in the Collateral. The Subordinated Representative shall not seek, request, or accept any form of adequate protection (whether by way of cash payment, additional or replacement liens, super-priority administrative expense claims, or otherwise) that would impair, diminish, or otherwise adversely affect the Senior Claims, the Senior Liens, or any DIP Financing consented to by the Senior Representative. The Subordinated Representative acknowledges that the foregoing limitations on adequate protection are a material inducement to the Senior Lenders' willingness to extend credit under the Senior Secured Credit Facility.
ARTICLE V — STANDSTILL AND ENFORCEMENT
Section 5.01 — Senior Representative Enforcement Rights
(a) The Senior Representative (acting on behalf of the Senior Lenders in accordance with the terms of the Credit Agreement) shall have the exclusive right to take Enforcement Actions with respect to the Collateral at any time and from time to time, whether before, during, or after any Insolvency Proceeding, in each case in accordance with the terms of the Senior Credit Documents. For the avoidance of doubt, such exclusive right includes, without limitation, the right to (i) accelerate any or all of the Senior Claims, (ii) exercise any and all rights and remedies under the Guarantee and Collateral Agreement and the other Senior Credit Documents, (iii) foreclose upon, sell, or otherwise dispose of any or all Collateral (whether by judicial action, public or private sale, strict foreclosure, or other means), (iv) exercise any rights under Article 9 of the UCC or any comparable provision of applicable law, (v) collect any accounts, instruments, or other Collateral directly from any account debtor or other obligor, and (vi) direct the Borrower, Holdings, or any Grantor to make payments to the Senior Collateral Agent.
(b) The Subordinated Representative acknowledges and agrees that the Senior Representative's exclusive right to take Enforcement Actions with respect to the Collateral is a material term of this Agreement and a material inducement to the Senior Lenders' willingness to extend credit under the Senior Secured Credit Facility.
Section 5.02 — Standstill Period
(a) The Subordinated Representative shall not take, nor direct or instruct any holder of Subordinated Claims to take, any Enforcement Action with respect to any Collateral for a period of one hundred eighty (180) days following the delivery by the Subordinated Representative to the Senior Representative of a Subordinated Default Notice in substantially the form of Exhibit C hereto, notifying the Senior Representative of the occurrence of a default under the Subordinated Note Documents (such one hundred eighty (180)-day period, the "Standstill Period").
(b) After the expiration of the Standstill Period, the Subordinated Representative may take Enforcement Actions only to the extent that such Enforcement Actions are not inconsistent with the lien priorities established in Article II, the payment subordination provisions of Article III, and the insolvency subordination provisions of Article IV. In no event shall the Subordinated Representative take any Enforcement Action that would impair, diminish, or otherwise adversely affect the Senior Claims, the Senior Liens, or the rights of the Senior Representative hereunder.
(c) A new Standstill Period shall commence upon the delivery by the Subordinated Representative of each separate Subordinated Default Notice. For the avoidance of doubt, if the Subordinated Representative delivers a new Subordinated Default Notice prior to the expiration of an existing Standstill Period, a new one hundred eighty (180)-day Standstill Period shall commence on the date of delivery of such new Subordinated Default Notice.
(d) Notwithstanding the foregoing provisions of this Section 5.02, the Subordinated Representative shall at all times be entitled to:
(i) accelerate the Subordinated Notes in accordance with the terms of the Subordinated Note Purchase Agreement (it being understood that such acceleration shall not constitute an Enforcement Action with respect to the Collateral and shall be subject to the payment subordination provisions of Article III);
(ii) file proofs of claim, motions, and other pleadings in any Insolvency Proceeding commenced by or against any Grantor, Holdings, or any subsidiary thereof, subject in all respects to the subordination provisions of Article IV;
(iii) take such actions as may be necessary or appropriate to preserve the enforceability and validity of the Subordinated Note Documents, including, without limitation, the filing of financing statements, the recording of notices, and the institution of legal proceedings to toll any applicable statute of limitations or to prevent the running of any prescriptive period; provided that the Subordinated Representative shall not foreclose upon, sell, collect, or otherwise realize upon any Collateral in connection with any such action; and
(iv) exercise its rights under Article VI (Purchase Option).
Section 5.03 — Exercise of Remedies by Senior Representative
All proceeds of Collateral received by the Senior Collateral Agent, the Senior Representative, or any Senior Lender in connection with any Enforcement Action (including, without limitation, any foreclosure, sale, collection, or other disposition of Collateral), and all other amounts received by any such Person on account of the Collateral, shall be applied in the following order of priority:
First, to the payment of all costs and expenses of the Senior Collateral Agent and the Senior Representative incurred in connection with such Enforcement Action (including, without limitation, reasonable attorneys' fees and expenses, appraisal costs, auction costs, and costs of sale);
Second, to the indefeasible payment in full in cash of all Senior Claims (including principal, accrued interest, fees, expenses, indemnification obligations, hedging obligations, cash management obligations, and all other amounts constituting Senior Claims), in such order and manner as provided in the Credit Agreement;
Third, after the Senior Discharge Date, to the payment of all Subordinated Claims (including principal, accrued interest, fees, expenses, and all other amounts constituting Subordinated Claims), in such order and manner as provided in the Subordinated Note Purchase Agreement; and
Fourth, any remaining surplus to the Borrower, Holdings, or the applicable Grantor, or as a court of competent jurisdiction may direct.
Section 5.04 — Cooperation
The Subordinated Representative shall cooperate with and assist the Senior Representative in connection with any Enforcement Action taken by the Senior Representative with respect to the Collateral, including, without limitation, by executing and delivering such releases, consents, waivers, UCC-3 termination statements, mortgage discharges, and other instruments and documents as the Senior Representative may reasonably request. The Subordinated Representative shall not take any action that would hinder, delay, or otherwise impede any Enforcement Action by the Senior Representative. The costs and expenses of the Subordinated Representative in providing such cooperation shall be borne by the Borrower or the applicable Grantor.
Section 5.05 — Insurance and Condemnation Proceeds
All insurance proceeds and condemnation awards with respect to the Collateral (including, without limitation, proceeds of any property insurance, business interruption insurance, key-man insurance, or liability insurance maintained by any Grantor with respect to the Collateral, and any award, compensation, or other payment received in connection with any condemnation, eminent domain, or similar taking of any Collateral) shall be applied in accordance with Section 5.03 (Senior Claims first, then Subordinated Claims after the Senior Discharge Date). The Subordinated Representative shall not make any claim against, or seek any distribution of, any such insurance proceeds or condemnation awards except in accordance with the waterfall set forth in Section 5.03.
ARTICLE VI — PURCHASE OPTION
Section 6.01 — Subordinated Representative Purchase Right
(a) At any time following the occurrence and during the continuance of an event of default under the Senior Credit Documents (whether or not the Senior Claims have been accelerated), the Subordinated Representative shall have the right (but not the obligation) to purchase all (but not less than all) of the outstanding Senior Claims at a purchase price equal to the aggregate outstanding principal amount of the Senior Claims plus all accrued and unpaid interest, fees, expenses, and other amounts constituting Senior Claims as of the date of the closing of such purchase (the "Purchase Price"), which Purchase Price shall be payable in immediately available funds in United States dollars (the "Purchase Right").
(b) The Subordinated Representative shall exercise the Purchase Right by delivering to the Senior Representative a written notice of its irrevocable election to purchase all of the outstanding Senior Claims (a "Purchase Notice") within ten (10) Business Days after the date on which the Subordinated Representative receives written notice from the Senior Representative (or otherwise becomes aware) of the occurrence of such event of default. The Purchase Notice shall specify the proposed closing date for the purchase, which shall be not later than twenty (20) Business Days after the date of the Purchase Notice (the "Purchase Closing Date").
(c) On the Purchase Closing Date, the Senior Representative and the Senior Lenders shall transfer, assign, and deliver to the Subordinated Representative (or its designated nominee or assignee) all of their right, title, and interest in and to the Senior Claims and the Senior Credit Documents, free and clear of all liens, claims, encumbrances, and restrictions (other than those arising under the Senior Credit Documents or this Agreement), in exchange for payment of the Purchase Price by the Subordinated Representative in immediately available funds. Upon the consummation of such purchase, all Senior Liens and all rights under the Guarantee and Collateral Agreement and the other Senior Credit Documents shall be assigned to the Subordinated Representative (or its designee), and the Subordinated Representative (or its designee) shall succeed to the position of the Senior Lenders under the Senior Credit Documents, subject to the terms and conditions thereof.
(d) If the Subordinated Representative fails to deliver a Purchase Notice within the ten (10) Business Day period specified in Section 6.01(b), or fails to consummate the purchase on the Purchase Closing Date, the Purchase Right with respect to such event of default shall lapse and be of no further force or effect; provided that the foregoing shall not limit the Subordinated Representative's right to exercise the Purchase Right upon the occurrence of a subsequent or different event of default.
Section 6.02 — Assignment Mechanics
(a) In connection with any purchase consummated pursuant to Section 6.01, the Senior Representative and each Senior Lender shall deliver to the Subordinated Representative (or its designee):
(i) customary assignment agreements in a form reasonably acceptable to the parties (including, without limitation, assignments under Section 10.07 of the Credit Agreement, or any comparable provision);
(ii) a payoff letter setting forth the Purchase Price and wire transfer instructions;
(iii) UCC-3 assignment amendments with respect to all UCC financing statements filed on behalf of the Senior Collateral Agent;
(iv) assignment of mortgage instruments (if any) covering any real property Collateral;
(v) assignments of intellectual property security interests filed with the United States Patent and Trademark Office and the United States Copyright Office, and with any comparable foreign intellectual property offices; and
(vi) such other instruments, documents, and agreements as may be reasonably necessary to effectuate the transfer and assignment contemplated by Section 6.01.
(b) All costs and expenses incurred by the Senior Representative and the Senior Lenders in connection with the preparation, execution, and delivery of the documents described in this Section 6.02 shall be borne by the Subordinated Representative.
ARTICLE VII — AGREEMENTS WITH RESPECT TO GRANTORS
Section 7.01 — Amendments to Senior Credit Documents
The Senior Representative and the Senior Lenders may, from time to time, amend, restate, amend and restate, supplement, refinance, replace, increase, extend, renew, or otherwise modify the Senior Credit Documents, and enter into new Senior Credit Documents, in each case without the consent of, or notice to, the Subordinated Representative; provided, however, that no such amendment, restatement, supplement, refinancing, replacement, increase, extension, renewal, or modification shall, without the prior written consent of the Subordinated Representative:
(a) increase the aggregate principal amount of the Senior Claims above One Billion Four Hundred Million Dollars ($1,400,000,000) (being the sum of the $1,200,000,000 Term Loan B and the $200,000,000 Revolving Credit Facility), plus any accrued and unpaid interest, fees, PIK amounts, and other amounts that are added to or accrue on the outstanding principal amount of the Senior Claims in accordance with the terms of the Credit Agreement as in effect on the Closing Date, unless the Subordinated Representative has consented in writing to such increase;
(b) extend the final maturity date of any Senior Claim to a date that is later than the stated maturity date of the Subordinated Notes (being the date that is eight (8) years after the Closing Date); or
(c) increase the interest rate applicable to any Senior Claim by more than two hundred (200) basis points above the applicable interest rate in effect on the Closing Date (being SOFR plus 475 basis points per annum with respect to the Term Loan B and SOFR plus 425 basis points per annum with respect to the Revolving Credit Facility), excluding any increase in the interest rate attributable to the application of a default rate of interest.
For the avoidance of doubt, nothing in this Section 7.01 shall restrict the right of the Senior Representative or the Senior Lenders to (i) amend the Senior Credit Documents to add additional financial covenants, negative covenants, or affirmative covenants, (ii) amend the pricing grid or margin ratchet provisions within the limitations set forth in clause (c) above, (iii) add additional Grantors or guarantors, or (iv) add additional Collateral.
Section 7.02 — Amendments to Subordinated Note Documents
The Subordinated Representative and Crestline Mezzanine Partners II LP (and any other holders of Subordinated Claims) may, from time to time, amend, restate, amend and restate, supplement, or otherwise modify the Subordinated Note Documents without the consent of, or notice to, the Senior Representative; provided, however, that no such amendment, restatement, supplement, or modification shall, without the prior written consent of the Senior Representative:
(a) increase the aggregate principal amount of the Subordinated Claims above Three Hundred Million Dollars ($300,000,000) plus any PIK accretions and other amounts that are added to or accrue on the outstanding principal amount of the Subordinated Notes in accordance with the terms of the Subordinated Note Purchase Agreement as in effect on the Closing Date;
(b) increase the stated interest rate on the Subordinated Notes above 11.5% per annum (or, in the case of a default rate of interest, above 2.0% per annum in excess of the non-default rate then in effect);
(c) shorten the stated maturity date of the Subordinated Notes or accelerate any scheduled amortization or mandatory prepayment thereunder (other than acceleration following an event of default under the Subordinated Note Documents);
(d) add, create, or expand any security interest, lien, or collateral package securing the Subordinated Claims (except as expressly permitted under this Agreement and the Credit Agree

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