1041-00003 · Solara Digital Infrastructure LP · Financing

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INTERCREDITOR AGREEMENT

EXECUTION VERSION

Dated as of July 9, 2024

among

MERIDIAN ATLANTIC BANK, N.A. as First Lien Agent, First Lien Collateral Agent, and Administrative Agent under the Credit Agreement

IRONCLAD CAPITAL MARKETS LLC as Co-Arranger and Secured Party

CLOUDIUM TECHNOLOGIES PLC a public limited company incorporated under the laws of England and Wales (Company No. 09734521; EIN (US taxpayer): 83-2196754) as Borrower and Grantor

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP a Delaware limited partnership (EIN: 87-4523190) as Sponsor and Equity Holder

SOLARA FUND VI GP LLC a Delaware limited liability company as General Partner of Fund VI

the Subsidiary Guarantors party hereto (collectively, the "Grantors")

and

each additional Secured Party from time to time party hereto

In connection with the Credit Agreement dated as of July 9, 2024, among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the lenders party thereto, providing for a $3,740,000,000 Term Loan B Facility and a $500,000,000 Revolving Credit Facility, and the Guarantee and Collateral Agreement dated as of July 9, 2024

Entered into in connection with the reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc pursuant to the Agreement and Plan of Merger dated January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Fund VI

Aggregate Deal Value: $6,800,000,000

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INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT (this "Agreement"), dated as of July 9, 2024, is entered into by and among MERIDIAN ATLANTIC BANK, N.A., a national banking association organized under the laws of the United States of America, with its principal office located at 383 Madison Avenue, New York, NY 10179, in its capacity as First Lien Agent, First Lien Collateral Agent, and Administrative Agent (in such capacities, the "First Lien Agent" or the "Administrative Agent"); IRONCLAD CAPITAL MARKETS LLC, a Delaware limited liability company, with its principal office located at 200 West Street, New York, NY 10282, in its capacity as Co-Arranger and Secured Party (in such capacity, the "Co-Arranger"); CLOUDIUM TECHNOLOGIES PLC, a public limited company incorporated under the laws of England and Wales (Company No. 09734521; EIN (US taxpayer): 83-2196754), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103, in its capacity as Borrower and Grantor (the "Borrower"); SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership (EIN: 87-4523190), in its capacity as Sponsor and Equity Holder ("Fund VI" or the "Sponsor"); SOLARA FUND VI GP LLC, a Delaware limited liability company, in its capacity as General Partner of Fund VI (the "General Partner"); each of the subsidiary guarantors signatory hereto (collectively, with the Borrower, the "Grantors"); and each additional Secured Party from time to time party hereto pursuant to Section 7.2.

RECITALS

WHEREAS:

A. The Merger Transaction. Pursuant to the Agreement and Plan of Merger dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc. (a Delaware corporation, DE File No. 7923841, incorporated on January 8, 2024, and formed solely for the purpose of effectuating the transactions contemplated by the Merger Agreement) ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, Merger Sub has been merged with and into Cloudium Technologies plc in a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), with Cloudium Technologies plc surviving as the surviving entity and as a wholly owned subsidiary of Fund VI (the "Merger"). A Certificate of Merger was filed with the Delaware Secretary of State at 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time"). The aggregate merger consideration was approximately $36.92 per share (the "Per Share Merger Consideration"), reflecting an aggregate equity value of approximately $6,800,000,000 based on 184,200,000 shares of Cloudium common stock outstanding immediately prior to the Effective Time (excluding rollover shares). The Merger was consummated in accordance with the terms of the Merger Agreement and all applicable regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approvals from the Committee on Foreign Investment in the United States, were obtained prior to the closing.

B. The Credit Facilities. In connection with the Merger, Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, as lead arranger and co-arranger, respectively, committed to provide aggregate debt financing in the amount of $4,240,000,000 to fund a portion of the merger consideration, refinance existing indebtedness, and pay transaction fees and expenses. Such debt financing consists of (i) a $3,740,000,000 senior secured first lien term loan B facility (the "Term Loan B") bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus a margin of 325 basis points, with a maturity date of July 9, 2031, and (ii) a $500,000,000 senior secured first lien revolving credit facility (the "Revolving Credit Facility") bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus a margin of 275 basis points, with a maturity date of July 9, 2029, in each case on the terms and conditions set forth in the Credit Agreement dated as of July 9, 2024 (the "Credit Agreement") among the Borrower, the Administrative Agent, the Co-Arranger, and the lenders party thereto. The debt financing was committed pursuant to the Debt Commitment Letter dated January 22, 2024 (the "Debt Commitment Letter"), delivered by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI in connection with the execution of the Merger Agreement. The Term Loan B was fully drawn at closing, and the Revolving Credit Facility was undrawn at closing.

C. Repayment of Existing Indebtedness. On the closing date, existing indebtedness of the Borrower in the aggregate principal amount of $820,000,000 under the credit agreement dated March 15, 2021 (the "Prior Credit Agreement"), among Cloudium Technologies plc, Atlas Commercial Lending Corp., as administrative agent (the "Prior Agent"), and the lenders party thereto, consisting of (i) a $620,000,000 term loan and (ii) a $200,000,000 revolving credit facility (fully drawn as of the closing date), has been repaid in full. A payoff letter dated July 5, 2024, delivered by Atlas Commercial Lending Corp. to the Borrower and the First Lien Agent (the "Payoff Letter"), set forth the payoff amount and wire instructions. All liens of the Prior Agent securing the Borrower's obligations under the Prior Credit Agreement have been released in full, as evidenced by UCC-3 termination statements, intellectual property lien release filings with the United States Patent and Trademark Office and the United States Copyright Office, and a lien release package, in each case filed or delivered on July 9, 2024. No further obligations of the Borrower remain outstanding under the Prior Credit Agreement.

D. The Escrow. Pursuant to the Escrow Agreement dated as of January 22, 2024 (effective at the closing) (the "Escrow Agreement"), among Fund VI, Cobalt Trust Company, a New York trust company, with offices at 100 Wall Street, New York, NY 10005 (the "Escrow Agent"), and Douglas Pemberton, in his capacity as Stockholder Representative (the "Stockholder Representative"), an amount equal to $544,000,000, representing 8% of the aggregate deal value of $6,800,000,000, has been deposited into escrow with the Escrow Agent (the "Escrow Amount") to serve as a fund for the satisfaction of post-closing indemnification claims under the Merger Agreement.

E. Equity Contribution and Rollover. The sources of funds for the Merger include (i) a cash equity contribution by Fund VI in the amount of $2,832,888,096 pursuant to the Equity Commitment Letter dated January 22, 2024 (the "Equity Commitment Letter"), delivered by Fund VI to the Borrower and to Merger Sub; (ii) rollover equity contributions from certain members of the Borrower's management and existing shareholders, consisting of approximately $142,814,544 in rollover equity from Jonathan Hargrove (representing 50% of his 7,736,400 shares at $36.92 per share) and approximately $473,241,408 in rollover equity from Pinnacle Growth Ventures LLC (representing 60% of its 21,367,200 shares at $36.92 per share), in each case pursuant to the Rollover Agreement dated January 22, 2024 (collectively, the "Rollover Equity"); and (iii) a co-investment in the amount of $425,000,000 by Solara Digital Co-Invest VI-A LP, a Delaware limited partnership and co-investment vehicle affiliated with the Sponsor (the "Co-Investor"), pursuant to the Co-Investment Agreement dated January 22, 2024 (the "Co-Investment Agreement"). The aggregate equity contribution (including cash equity, rollover equity, and co-investment) totals approximately $3,873,944,048, and together with the Term Loan B proceeds of $3,740,000,000, such amounts were used to fund the aggregate merger consideration of $6,800,000,000, repay existing indebtedness of $820,000,000, fund the Escrow Amount, and pay transaction fees and expenses.

F. R&W Insurance. Fund VI, as the insured, has obtained a buyer-side representation and warranty insurance policy (Policy No. NFA-TRI-2024-00487) (the "R&W Insurance Policy") issued by Northfield Assurance Ltd. ("Northfield Assurance"), providing coverage for losses arising from breaches of the representations and warranties made by the Borrower in the Merger Agreement, with an aggregate policy limit of $680,000,000 (equal to 10% of deal value) and a retention amount of $544,000,000 (equal to the Escrow Amount). The retention drops down to $272,000,000 after the 12-month anniversary of the closing date if no pending indemnification claims exceed such reduced amount. The proceeds payable under the R&W Insurance Policy are payable to Fund VI as the insured party and do not constitute Collateral for the First Lien Obligations or any other obligations under the Credit Agreement or the Security Documents.

G. Purpose of Agreement. The parties hereto desire to set forth (i) the relative rights, duties, and priorities of the Secured Parties with respect to the Collateral, (ii) the terms upon which the Secured Parties may exercise enforcement rights with respect to the Collateral, (iii) the order of application of proceeds of the Collateral, and (iv) certain other intercreditor matters, in each case to facilitate the orderly administration of the Credit Facilities and the security interests securing the obligations thereunder.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms

As used in this Agreement, the following terms shall have the following meanings:

"Administrative Agent" means Meridian Atlantic Bank, N.A., a national banking association, with its principal office at 383 Madison Avenue, New York, NY 10179, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity.

"Adjusted Term SOFR Rate" has the meaning assigned to such term in the Credit Agreement.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time, and any successor statute thereto.

"Borrower" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103. The Borrower's EIN for US federal income tax purposes is 83-2196754.

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

"Co-Arranger" means Ironclad Capital Markets LLC, a Delaware limited liability company, with its principal office at 200 West Street, New York, NY 10282, in its capacity as co-arranger under the Credit Agreement.

"Co-Investment Agreement" means the Co-Investment Agreement dated as of January 22, 2024, among Fund VI, Solara Digital Co-Invest VI-A LP, and the General Partner, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Co-Investor" means Solara Digital Co-Invest VI-A LP, a Delaware limited partnership.

"Collateral" means all assets, property, rights, and equity interests of the Grantors now owned or hereafter acquired that are pledged, assigned, or otherwise encumbered under the Guarantee and Collateral Agreement and any other Security Documents to secure the First Lien Obligations, including (a) all personal property of the Grantors, including accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, general intangibles (including payment intangibles and software), goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights, and supporting obligations, in each case as defined in the applicable UCC, (b) all equity interests in (i) Cloudium Technologies UK Ltd. (Company No. 11287456), (ii) Cloudium Technologies India Pvt. Ltd. (Bangalore, Karnataka, India), and (iii) Cloudium Solutions GmbH (Berlin, Germany), subject to the 65% limitation on pledged equity of foreign subsidiaries as set forth in the Guarantee and Collateral Agreement, (c) all books and records related to the foregoing, and (d) all proceeds and products of any of the foregoing.

"Commitment Fee" means the commitment fee of 0.375% per annum on the average daily undrawn portion of the Revolving Credit Facility commitments, payable quarterly in arrears.

"Credit Agreement" means the Credit Agreement dated as of July 9, 2024, among the Borrower, the Administrative Agent, the Co-Arranger, and the lenders party thereto, as the same may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time in accordance with its terms, providing for the Term Loan B and the Revolving Credit Facility.

"Debt Commitment Letter" means the commitment letter dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the closing date.

"DIP Financing" means debtor-in-possession financing provided to the Borrower or any Grantor in any Insolvency Proceeding.

"Enforcement Action" means (a) any action to foreclose on or otherwise realize upon the liens on any Collateral (including by way of set-off), (b) any action to take possession or control of any Collateral, (c) any action to exercise any rights or remedies with respect to any Collateral under the UCC or any other applicable law, (d) the commencement or prosecution of any Insolvency Proceeding against the Borrower or any Grantor, (e) the exercise of any right of acceleration of any First Lien Obligations or any junior lien obligations, or (f) any action to collect or enforce any First Lien Obligations or any junior lien obligations by exercising remedies against the Collateral.

"Equity Commitment Letter" means the equity commitment letter dated as of January 22, 2024, from Fund VI to the Borrower and Merger Sub, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the closing date.

"Escrow Agent" means Cobalt Trust Company, a New York trust company, with offices at 100 Wall Street, New York, NY 10005.

"Escrow Agreement" means the Escrow Agreement dated as of January 22, 2024 (effective at the closing), among Fund VI, the Escrow Agent, and the Stockholder Representative, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Escrow Amount" means $544,000,000, representing 8% of the aggregate deal value of $6,800,000,000.

"First Lien Agent" means Meridian Atlantic Bank, N.A., acting in its capacity as administrative agent and collateral agent under the Credit Agreement, and its successors and assigns in such capacities.

"First Lien Collateral Agent" means Meridian Atlantic Bank, N.A., acting in its capacity as collateral agent under the Credit Agreement and the Security Documents, and its successors and assigns in such capacity.

"First Lien Debt" or "First Lien Obligations" means all Obligations (as defined in the Credit Agreement) under the Credit Agreement, including, without limitation, all obligations with respect to (a) the Term Loan B in the original principal amount of $3,740,000,000, (b) the Revolving Credit Facility in the maximum aggregate principal amount of $500,000,000 (which was $0 drawn at closing), (c) all interest (including post-petition interest, whether or not an allowed claim in any Insolvency Proceeding), fees (including the Commitment Fee, upfront fees, arrangement fees, and agency fees), premiums, penalties, expenses, reimbursements, indemnities, and other amounts payable under or in respect of the Credit Agreement, (d) all obligations under any Hedging Agreements (as defined in the Credit Agreement) with hedging counterparties that are Secured Parties, and (e) all obligations under any cash management agreements with cash management banks that are Secured Parties.

"Fund VI" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), with a vintage year of 2022 and approximately $12.4 billion in aggregate committed capital.

"General Partner" means Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as general partner of Fund VI.

"Grantors" means, collectively, the Borrower and each Subsidiary Guarantor that is a party to the Guarantee and Collateral Agreement, and each other person that from time to time becomes a Grantor thereunder.

"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement dated as of July 9, 2024, among the Borrower, each Subsidiary Guarantor party thereto, and the First Lien Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Insolvency Proceeding" means (a) any case, action, or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors under the Bankruptcy Code or under any other federal, state, or foreign bankruptcy, insolvency, receivership, or similar law now or hereafter in effect, (b) any proceeding for the appointment of a receiver, trustee, liquidator, conservator, custodian, sequestrator, or similar official for any Grantor or for any substantial part of any Grantor's assets, or (c) any general assignment for the benefit of creditors of any Grantor.

"Lenders" means the financial institutions from time to time party to the Credit Agreement as lenders, including any assignees thereof.

"Lenders' Counsel" means Winthrop & Hale LLP, with offices at 901 New York Avenue NW, Washington, DC 20001, and 125 Old Broad Street, London EC2N 1AR, United Kingdom. The lead partner for this matter is Christine Novak.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing).

"Limited Guarantee" means the Limited Guarantee dated as of January 22, 2024, by the General Partner in favor of the Borrower in the aggregate amount of $246,000,000 (consisting of $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs), which Limited Guarantee has been fully performed or terminated by its terms upon the closing of the Merger.

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

"Merger" has the meaning set forth in Recital A.

"Merger Agreement" means the Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the closing date.

"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841), incorporated on January 8, 2024, which merged with and into the Borrower at the Effective Time.

"Payoff Letter" means the payoff letter dated July 5, 2024, delivered by Atlas Commercial Lending Corp. to the Borrower and the First Lien Agent setting forth the payoff amount and wire instructions for the repayment of all outstanding indebtedness under the Prior Credit Agreement.

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

"Prior Agent" means Atlas Commercial Lending Corp., in its former capacity as administrative agent under the Prior Credit Agreement.

"Prior Credit Agreement" means the credit agreement dated as of March 15, 2021, among Cloudium Technologies plc, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto, which has been repaid in full and terminated on the closing date.

"R&W Insurance Policy" means the buyer-side representation and warranty insurance policy (Policy No. NFA-TRI-2024-00487) issued by Northfield Assurance Ltd. to Fund VI, as the insured, providing coverage up to an aggregate policy limit of $680,000,000, with a retention of $544,000,000 (dropping down to $272,000,000 after 12 months if no pending claims exceed such reduced amount).

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

"Revolving Credit Facility" means the $500,000,000 revolving credit facility established under the Credit Agreement, bearing interest at the Adjusted Term SOFR Rate plus 275 basis points, with a maturity date of July 9, 2029. The Revolving Credit Facility carries a commitment fee of 0.375% per annum on undrawn commitments and includes a springing financial covenant requiring the First Lien Net Leverage Ratio not to exceed 5.00 to 1.00, tested only when utilization of the Revolving Credit Facility (including outstanding letters of credit in excess of $15,000,000) exceeds 40% of the aggregate revolving commitments on the last day of any fiscal quarter.

"Rollover Equity" has the meaning set forth in Recital E.

"Secured Parties" means, collectively, (a) the First Lien Agent, (b) the Lenders under the Credit Agreement, (c) any hedging counterparties that have entered into Hedging Agreements with the Borrower or any Grantor and that are entitled to the benefits of the Security Documents, and (d) any cash management banks that are entitled to the benefits of the Security Documents, in each case together with their respective successors and assigns.

"Security Documents" means, collectively, the Guarantee and Collateral Agreement, all UCC financing statements filed in connection therewith, all intellectual property security agreements, all share charges, share pledges, and equity interest pledge agreements, and all other agreements, instruments, and documents creating or purporting to create Liens on the Collateral in favor of the First Lien Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Sponsor" means Solara Digital Infrastructure Fund VI LP and, where the context requires, Solara Digital Infrastructure LP, a Delaware limited partnership, with its principal office at 1200 Market Street, Suite 3400, Wilmington, DE 19801, which serves as the management company and investment adviser for Fund VI and its affiliated funds.

"Stockholder Representative" means Douglas Pemberton, in his capacity as stockholder representative under the Merger Agreement and the Escrow Agreement.

"Subsidiary Guarantors" means Cloudium Technologies UK Ltd. (a private limited company incorporated under the laws of England and Wales, Company No. 11287456, with its registered office at 45 Broadwick Street, London W1F 0DB), Cloudium Technologies India Pvt. Ltd. (a private limited company incorporated in Bangalore, Karnataka, India), and Cloudium Solutions GmbH (a limited liability company incorporated in Berlin, Germany), and each other subsidiary of the Borrower that is or becomes required to become a guarantor under the Credit Agreement.

"Term Loan B" means the $3,740,000,000 senior secured first lien term loan B facility established under the Credit Agreement, bearing interest at the Adjusted Term SOFR Rate plus 325 basis points, with a maturity date of July 9, 2031. The Term Loan B was subject to a ticking fee of 0.25% per annum on undrawn commitments commencing on April 22, 2024 (the date that was 90 days following the date of the Merger Agreement), and was fully funded on the closing date.

"Total Net Leverage Ratio" has the meaning assigned to such term in the Credit Agreement. The initial maintenance covenant level is 6.50 to 1.00, stepping down to 6.00 to 1.00 on the first anniversary of the closing date, to 5.50 to 1.00 on the second anniversary of the closing date, and to 5.00 to 1.00 on the third anniversary of the closing date and thereafter. The closing-date total leverage of the Borrower is approximately 9.24x total (calculated as $3,740,000,000 in Term Loan B debt divided by $405,000,000 in last-twelve-months EBITDA), or approximately 6.91x on a pro forma adjusted basis including $110,000,000 in anticipated run-rate cost synergies.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, where the context requires, in any other applicable jurisdiction.

Section 1.2 — Rules of Interpretation

(a) Unless the context otherwise requires, (i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms, (iii) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (iv) the word "will" shall be construed to have the same meaning and effect as the word "shall," and (v) the words "herein," "hereof," "hereto," and "hereunder" and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof.

(b) The headings of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

(c) References herein to Articles, Sections, Exhibits, and Schedules shall be construed as references to the Articles, Sections, Exhibits, and Schedules of this Agreement unless the context otherwise requires. References to any agreement or contract shall be to such agreement or contract as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms of this Agreement.

(d) References herein to any law or statute shall be deemed also to refer to all rules, regulations, and official guidance promulgated thereunder and all statutory provisions consolidating, amending, replacing, or interpreting such law or statute.

(e) All references to time of day herein shall mean Eastern Time, unless otherwise expressly indicated.

(f) The computation of any period of time referred to in this Agreement shall exclude the day on which the period commences and shall include the day on which the period ends. If the last day of any such period falls on a day that is not a Business Day, such period shall be extended to the next succeeding Business Day.

(g) This Agreement shall be construed without regard to any presumption or other rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 1.3 — Incorporation by Reference

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

ARTICLE II — LIEN PRIORITIES

Section 2.1 — Relative Priorities of Liens

(a) Notwithstanding the date, manner, or order of grant, attachment, or perfection of any Liens on the Collateral granted to the First Lien Collateral Agent or held by or on behalf of any Secured Party, and notwithstanding any provision of the UCC or any other applicable law, or any other circumstance whatsoever (including any defect in, or non-perfection of, any such Lien), the Liens on the Collateral securing the First Lien Obligations now held or at any time hereafter held by or on behalf of the First Lien Collateral Agent for the benefit of the Secured Parties shall, as among the Secured Parties and any other holders of Liens on the Collateral, at all times be senior and prior to, and have priority over, any and all other Liens on the Collateral now or hereafter held by any other person.

(b) In the event that any future junior lien indebtedness is incurred by the Borrower or any Grantor and is permitted under the Credit Agreement and this Agreement, the Liens securing such junior lien indebtedness shall at all times be junior and subordinate in priority to the Liens securing the First Lien Obligations. Such subordination shall apply irrespective of (i) the time, order, or method of creation, attachment, or perfection of any such Liens, (ii) the time or order of filing or recording of any UCC financing statements, fixture filings, or other filings or recordings with respect to any such Liens, (iii) any provision of the UCC or any other applicable law or any agreement or document to the contrary, and (iv) whether any party holds possession of all or any part of the Collateral.

(c) Each party hereto acknowledges and agrees that the priority of the Liens established pursuant to this Section 2.1 is an essential element of the transactions contemplated by this Agreement, the Credit Agreement, and the Security Documents, and that each Secured Party has entered into its respective agreements in reliance upon such priority.

Section 2.2 — Prohibition on Contesting Liens

(a) Each party hereto agrees that it shall not (and hereby waives any right to), directly or indirectly, challenge, contest, or support any other person in challenging or contesting the validity, enforceability, perfection, or priority of any Lien held by or on behalf of the First Lien Collateral Agent on any Collateral.

(b) No party hereto shall seek, and each party hereto hereby waives any right, to avoid, set aside, subordinate, recharacterize, or otherwise challenge any Lien securing the First Lien Obligations or any payment made in respect of the First Lien Obligations, whether in any Insolvency Proceeding or otherwise, including under Section 506(c), 510, 544, 545, 547, 548, 549, 550, or 553 of the Bankruptcy Code or any analogous provision of any other applicable law.

(c) The agreements set forth in this Section 2.2 shall survive and remain in full force and effect notwithstanding the commencement of any Insolvency Proceeding with respect to the Borrower or any Grantor.

Section 2.3 — No New Liens Without Compliance

(a) No Grantor shall create, incur, assume, or suffer to exist any Lien on any Collateral to secure any obligation (other than First Lien Obligations and Permitted Liens) unless such Lien is expressly permitted under the Credit Agreement, this Agreement, and any other applicable Loan Document. Any Grantor that creates, incurs, or permits to exist a Lien on Collateral in violation of this Section 2.3 shall be deemed to have simultaneously granted a Lien on such Collateral to the First Lien Collateral Agent for the benefit of the Secured Parties, senior and prior to the Lien granted to any other person.

(b) As a condition precedent to the grant of any Lien on Collateral to secure any additional indebtedness (whether first lien pari passu or junior lien) permitted under the Credit Agreement, the holder of such additional indebtedness (or an authorized agent or representative on behalf of such holder) must execute and deliver a joinder agreement to this Intercreditor Agreement in the form of Exhibit A hereto (or in such other form as the First Lien Agent may reasonably approve), pursuant to which such holder agrees to be bound by the terms and conditions of this Agreement. No Lien granted to secure any such additional indebtedness shall be effective until such joinder agreement has been executed and delivered.

Section 2.4 — Perfection of Liens

(a) Each party hereto acknowledges and agrees that the First Lien Collateral Agent is solely responsible for taking all actions necessary to perfect and maintain the perfection of the Liens on the Collateral granted in favor of the Secured Parties, including (i) the filing of UCC financing statements (and continuation statements) with the appropriate filing offices, (ii) the filing of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, (iii) the registration of share charges and equity interest pledges in the applicable jurisdiction (including the United Kingdom, India, and Germany), (iv) the taking of possession or control of Collateral where required for perfection under the applicable UCC or other applicable law, and (v) any other filings, registrations, or actions required under applicable law to perfect or maintain the perfection of such Liens.

(b) Each Grantor shall cooperate fully with the First Lien Collateral Agent and take all actions reasonably requested by the First Lien Collateral Agent to effectuate the perfection and maintenance of Liens on the Collateral, including (i) the execution and delivery of additional Security Documents, UCC financing statements, intellectual property security agreements, and other instruments of assignment or pledge, (ii) the delivery of stock certificates, membership interest certificates, and other instruments representing pledged equity interests, together with stock powers or other instruments of transfer executed in blank, and (iii) the taking of such other actions as may be necessary or desirable to create, perfect, or maintain the priority of the Liens securing the First Lien Obligations.

(c) The First Lien Collateral Agent shall have no obligation to any other party hereto (other than as expressly set forth in the Credit Agreement and the Security Documents) to take any action to perfect, maintain, or preserve the priority of any Lien, and the First Lien Collateral Agent shall not be liable for any failure to perfect, maintain, or preserve the priority of any Lien except to the extent such failure results from the First Lien Collateral Agent's gross negligence, willful misconduct, or bad faith.

ARTICLE III — ENFORCEMENT RIGHTS

Section 3.1 — Exercise of Remedies — First Lien Agent

(a) Only the First Lien Agent (Meridian Atlantic Bank, N.A.) or the First Lien Collateral Agent (or their respective designees) may exercise or direct the exercise of any Enforcement Action with respect to the Collateral. Such Enforcement Actions include, without limitation, (i) the acceleration of the maturity of any First Lien Obligations, (ii) the foreclosure upon, sale, lease, or other disposition of any Collateral (whether by judicial action, self-help, or otherwise), (iii) the exercise of any right or remedy available to a secured party under Article 9 of the UCC or under any other applicable law, (iv) the exercise of any right of set-off or recoupment against the Borrower or any Grantor, (v) the exercise of any right under any Security Document or Loan Document to take possession or control of any Collateral, and (vi) the commencement or prosecution of any judicial, administrative, or other proceeding against the Borrower or any Grantor in connection with the enforcement of any Lien on any Collateral.

(b) No Secured Party (other than the First Lien Agent or the First Lien Collateral Agent acting in accordance with the Credit Agreement and this Agreement) shall independently exercise, or direct or cause to be exercised, any Enforcement Action with respect to any Collateral. Each Secured Party acknowledges that the First Lien Agent's exercise of Enforcement Actions shall be governed by the terms of the Credit Agreement, including the provisions thereof relating to the direction and consent of Required Lenders.

(c) Nothing in this Section 3.1 shall be construed to limit the right of any Lender to exercise rights and remedies as an unsecured creditor against the Borrower or any Grantor to the extent such rights and remedies are not exercised with respect to the Collateral.

Section 3.2 — Standstill Provisions

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

(i) the expiration of a period of not less than 180 calendar days (the "Standstill Period") following the date on which the Junior Secured Party delivers written notice to the First Lien Agent stating that a default or event of default has occurred under the junior lien indebtedness and that the Junior Secured Party intends to exercise Enforcement Actions (a "Junior Enforcement Notice"); and

(ii) the acceleration of all First Lien Obligations and the commencement of an Enforcement Action by the First Lien Agent with respect to all or substantially all of the Collateral.

(b) During the Standstill Period, the First Lien Agent shall retain exclusive control over all Enforcement Actions with respect to the Collateral. The commencement of any Insolvency Proceeding shall not terminate or modify the Standstill Period.

(c) The Standstill Period shall be tolled during any period in which the First Lien Agent is diligently pursuing Enforcement Actions with respect to the Collateral. A new Standstill Period shall commence upon delivery of each separate Junior Enforcement Notice; provided that no more than one Standstill Period may be in effect at any time.

(d) Notwithstanding the foregoing, a Junior Secured Party may, during the Standstill Period, (i) file proofs of claim in any Insolvency Proceeding, (ii) take any action necessary to preserve its claim or prevent the running of any applicable statute of limitations, and (iii) vote on any plan of reorganization in any Insolvency Proceeding, in each case subject to the other provisions of this Agreement.

Section 3.3 — Cooperation in Enforcement

In the event that the First Lien Agent commences any Enforcement Action with respect to the Collateral, each Junior Secured Party (if any) shall cooperate with the First Lien Agent and shall take all actions reasonably requested by the First Lien Agent to facilitate such Enforcement Action, including (a) consenting to the sale, lease, or other disposition of any Collateral (whether by private sale, public auction, or otherwise), (b) executing and delivering any lien releases, UCC-3 termination statements, or other instruments of release necessary to convey the Collateral free and clear of any Liens held by or on behalf of such Junior Secured Party, (c) not opposing or objecting to any sale or other disposition of the Collateral proposed by the First Lien Agent, and (d) cooperating in any Insolvency Proceeding to facilitate the enforcement of the First Lien Agent's Liens. Each Junior Secured Party hereby irrevocably appoints the First Lien Agent as its attorney-in-fact (which appointment is coupled with an interest) to execute and deliver any such lien releases, termination statements, or other instruments on behalf of such Junior Secured Party if such Junior Secured Party fails to do so within five Business Days after receipt of written request from the First Lien Agent.

Section 3.4 — Right of First Lien Agent to Deal with Collateral

(a) The First Lien Agent may, in its sole discretion (subject to the terms of the Credit Agreement, including any required consents of Required Lenders), without the consent of any Junior Secured Party or any other person:

(i) release or subordinate any Liens on any Collateral;

(ii) agree to amendments, modifications, waivers, or supplements to any Security Document;

(iii) consent to any sale, transfer, lease, license, or other disposition of any Collateral by the Borrower or any Grantor to the extent permitted under the Credit Agreement;

(iv) release any Grantor from its obligations under any Security Document or guarantee in connection with any transaction permitted under the Credit Agreement;

(v) take or refrain from taking any other action with respect to any Collateral; and

(vi) exercise or refrain from exercising any right or remedy with respect to any Collateral.

(b) In connection with any sale, transfer, or other disposition of Collateral permitted under the Credit Agreement, the Liens on such Collateral securing any junior lien obligations shall be automatically and unconditionally released and discharged concurrently with the release of the Liens on such Collateral securing the First Lien Obligations. Each Junior Secured Party (if any) hereby irrevocably authorizes the First Lien Agent and the First Lien Collateral Agent to execute and file, on behalf of such Junior Secured Party, any UCC-3 termination statements, lien releases, or other documents necessary to evidence such release.

(c) Nothing in this Section 3.4 shall impose any duty or obligation on the First Lien Agent to exercise any right or remedy or to take any Enforcement Action with respect to any Collateral, and the First Lien Agent shall not be liable for any failure to exercise any such right or remedy or to take any such action.

ARTICLE IV — APPLICATION OF PROCEEDS; PAYMENT WATERFALL

Section 4.1 — Application of Proceeds

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

First: To the payment of all costs and expenses incurred by the First Lien Collateral Agent and the Administrative Agent in connection with the administration and enforcement of the Security Documents and this Agreement, including (a) the reasonable and documented fees and out-of-pocket expenses of Winthrop & Hale LLP, as Lenders' Counsel, and (b) the fees, costs, and expenses of Meridian Atlantic Bank, N.A. in its capacity as Administrative Agent and First Lien Collateral Agent, including any amounts payable to the First Lien Collateral Agent under the Security Documents for agency fees, indemnification obligations, and reimbursable expenses;

Second: To the payment of all First Lien Obligations (including the Term Loan B and the Revolving Credit Facility) pro rata in accordance with the respective amounts thereof then due and owing to the Secured Parties, including (a) all outstanding principal, (b) all accrued and unpaid interest (including default interest and post-petition interest to the fullest extent permitted by applicable law, whether or not allowed as a claim in any Insolvency Proceeding), (c) all fees, premiums, breakage costs, and prepayment premiums, if any, (d) all expense reimbursements and indemnification obligations, and (e) all other amounts owing under the Credit Agreement and the other Loan Documents;

Third: To the payment of all obligations owing to hedging counterparties under Hedging Agreements and to cash management banks under cash management agreements, in each case that are Secured Parties hereunder, pro rata in accordance with the respective amounts thereof then due and owing;

Fourth: To the payment of any junior lien obligations (if any then exist), in accordance with the priorities established in any applicable joinder agreement executed pursuant to Section 7.2 hereof; and

Fifth: Any remainder to the Borrower or its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Section 4.2 — Segregation of Proceeds

(a) If any Secured Party shall receive any proceeds of Collateral, or any payment on account of the First Lien Obligations or any junior lien obligations, in contravention of the waterfall set forth in Section 4.1, such Secured Party shall hold such proceeds or payment in trust for the benefit of the First Lien Agent and the Secured Parties entitled to prior payment pursuant to Section 4.1, and shall promptly (and in any event within two Business Days after receipt thereof) turn over and pay such proceeds or payment to the First Lien Agent for application in accordance with the waterfall set forth in Section 4.1.

(b) Until such time as any proceeds or payment required to be turned over pursuant to Section 4.2(a) are so turned over, such proceeds or payment shall be segregated from the other property of the receiving Secured Party and shall not be commingled with any other funds or assets of such person. The obligation to turn over proceeds under this Section 4.2 shall survive the termination of this Agreement to the extent that any such proceeds were received prior to such termination.

Section 4.3 — Treatment of Escrow Funds

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

(b) Any amounts released from escrow to Fund VI, the Co-Investor, or their respective designees in accordance with the Escrow Agreement (including upon the expiration of the applicable escrow period or the resolution of indemnification claims) shall not be subject to any Lien in favor of the Secured Parties and shall not constitute Collateral unless otherwise agreed in writing by Fund VI and the First Lien Agent.

(i) 50% of the Escrow Amount ($272,000,000) shall be released on July 9, 2025 (the 12-month anniversary of the closing date), less the aggregate amount of any pending indemnification claims as of such date;

(ii) the remaining balance of the Escrow Amount shall be released on January 9, 2026 (the 18-month anniversary of the closing date), less the aggregate amount of any pending indemnification claims as of such date; and

(iii) any amounts retained on account of pending indemnification claims shall be released upon the final resolution of such claims in accordance with the Escrow Agreement.

(d) For the avoidance of doubt, none of the Escrow Agent, the Stockholder Representative, or the holders of any claims against the Escrow Amount is a party to this Agreement, and nothing herein shall create any rights or obligations on the part of any such person.

Section 4.4 — Treatment of R&W Insurance Proceeds

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

(b) The R&W Insurance Policy has a retention (self-insured retention) equal to $544,000,000, which is equal to the Escrow Amount. The retention drops down to $272,000,000 (50% of the original retention) after the 12-month anniversary of the closing date (i.e., after July 9, 2025), provided that no pending indemnification claims exceed such reduced retention amount as of the applicable determination date.

(c) No Secured Party shall have any claim to, or Lien upon, any proceeds of the R&W Insurance Policy, and Fund VI shall not be required to apply any proceeds received under the R&W Insurance Policy to the payment or prepayment of any First Lien Obligations unless Fund VI voluntarily elects to do so.

(d) For the avoidance of doubt, Northfield Assurance Ltd. is not a party to this Agreement and has no obligations hereunder.

ARTICLE V — INSOLVENCY PROCEEDINGS

Section 5.1 — Filing of Claims and Proofs of Claim

(a) Each Secured Party retains the right to file proofs of claim, votes, and other similar documents in any Insolvency Proceeding of the Borrower or any Grantor; provided that the application of any distributions or other amounts received in respect of such claims shall be subject to the waterfall set forth in Section 4.1. Nothing in this Agreement shall prevent any Secured Party from filing any proof of claim necessary to establish or preserve its claim in any Insolvency Proceeding.

(b) In the event that any individual Secured Party fails to file a proof of claim or other necessary document in any Insolvency Proceeding by the date that is 30 calendar days prior to the applicable bar date (or such earlier date as may be specified by the court), the First Lien Agent is hereby authorized (but not obligated) to file a proof of claim on behalf of such Secured Party, and each Secured Party hereby irrevocably appoints the First Lien Agent as its agent and attorney-in-fact for such purpose.

(c) All distributions on account of claims held by the Secured Parties in any Insolvency Proceeding shall be applied in accordance with the waterfall set forth in Section 4.1, and each Secured Party receiving any distribution in contravention of such waterfall shall hold such distribution in trust and turn it over to the First Lien Agent for application in accordance with Section 4.1.

Section 5.2 — DIP Financing

(a) In any Insolvency Proceeding of the Borrower or any Grantor, any Junior Secured Party (if any) shall not object to, or otherwise contest, any DIP Financing proposed or approved by the First Lien Agent, including DIP Financing that is secured by a priming lien on the Collateral or otherwise primes the Liens of any Junior Secured Party, provided that (i) such DIP Financing is consented to by the First Lien Agent (acting at the direction of the Required Lenders, as applicable), (ii) any proceeds of such DIP Financing are applied in accordance with the terms of the DIP Financing order, and (iii) each Junior Secured Party shall be entitled to receive adequate protection to the extent required by the Bankruptcy Code, subject to the limitations set forth in Section 5.3.

(b) The First Lien Agent may, on behalf of the Secured Parties, consent to, support, or propose DIP Financing in any Insolvency Proceeding, and such consent or support shall be binding on all Junior Secured Parties (if any) for purposes of this Agreement.

(c) No Junior Secured Party shall propose or support any DIP Financing that would be senior to or pari passu with the First Lien Obligations without the prior written consent of the First Lien Agent.

Section 5.3 — Adequate Protection

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

(b) Any Junior Secured Party (if any) may seek or request adequate protection with respect to the Collateral only to the extent that (i) all First Lien Obligations have been provided adequate protection satisfactory to the First Lien Agent (including, without limitation, adequate protection in the form of current cash payments of post-petition interest, fees, and expenses, additional or replacement liens, administrative priority claims, or other forms of adequate protection), and (ii) the adequate protection sought or requested by such Junior Secured Party does not adversely affect, diminish, or impair the adequate protection provided to the First Lien Agent or the Secured Parties with respect to the Collateral.

(c) In the event that adequate protection is provided to any Junior Secured Party in the form of additional or replacement liens on any property, such liens shall be junior and subordinate to (i) the Liens securing the First Lien Obligations (including any liens securing DIP Financing consented to by the First Lien Agent) and (ii) any other liens on such property that are senior to the liens of the Junior Secured Parties hereunder.

Section 5.4 — Relief from Stay

(a) No Junior Secured Party (if any) shall seek, or support any other person in seeking, relief from the automatic stay imposed under Section 362 of the Bankruptcy Code (or any analogous provision of any other applicable law) with respect to any Collateral at any time while the First Lien Obligations remain outstanding, unless (i) the First Lien Agent has first obtained relief from the automatic stay with respect to such Collateral, or (ii) the First Lien Agent has provided its prior written consent to the Junior Secured Party's seeking such relief.

(b) For the avoidance of doubt, the First Lien Agent shall have the exclusive right, as among the Secured Parties, to seek relief from the automatic stay with respect to the Collateral, and each Junior Secured Party (if any) hereby waives any right to seek such relief except as expressly permitted in Section 5.4(a).

Section 5.5 — Waivers in Insolvency

(a) Each party hereto (other than the First Lien Agent) hereby waives, to the fullest extent permitted by applicable law, any right to object to the allowance of post-petition interest, fees, costs, charges, or expenses claimed by the First Lien Agent or any other Secured Party in any Insolvency Proceeding, to the extent that such amounts are secured by, or supported by the value of, the Collateral under Section 506(b) of the Bankruptcy Code (or any analogous provision of any other applicable law).

(b) Each Junior Secured Party (if any) hereby waives any right to object to the payment of post-petition interest, fees, costs, charges, or expenses to the First Lien Agent or the Secured Parties out of the Collateral or the proceeds thereof prior to any payment on account of junior lien obligations.

(c) The waivers set forth in this Section 5.5 shall be effective to the fullest extent permitted by the Bankruptcy Code and applicable law and shall be enforceable in any Insolvency Proceeding, whether commenced voluntarily or involuntarily, whether under the Bankruptcy Code or any other applicable law.

Section 5.6 — Asset Sales in Insolvency

(a) No Junior Secured Party (if any) shall oppose, object to, or otherwise contest any sale, transfer, or other disposition of Collateral under Section 363 of the Bankruptcy Code (or any analogous provision of any other applicable law) that is proposed, supported, or consented to by the First Lien Agent, provided that the proceeds of such sale are applied in accordance with the waterfall set forth in Section 4.1.

(b) Each Junior Secured Party (if any) shall be deemed to have consented to any such sale free and clear of Liens pursuant to Section 363(f) of the Bankruptcy Code (or any analogous provision of any other applicable law), with such Junior Secured Party's Liens, if any, attaching to the proceeds of such sale in accordance with the priorities established in this Agreement.

(c) This Section 5.6 does not limit the right of any Junior Secured Party (if any) to credit bid on Collateral in any sale pursuant to Section 363(k) of the Bankruptcy Code (or any analogous provision of any other applicable law); provided that any such credit bid shall be subject to and may not be in an amount that exceeds the amount of the junior lien obligations owed to such Junior Secured Party, and the First Lien Agent may credit bid all or any portion of the First Lien Obligations.

ARTICLE VI — RELEASE OF LIENS AND GUARANTEES

Section 6.1 — Automatic Release

(a) The Liens on any Collateral securing the First Lien Obligations shall be automatically and unconditionally released and discharged, without any further action by any party or the execution or delivery of any instrument, upon the earliest to occur of:

(i) the indefeasible payment in full in cash of all First Lien Obligations (other than contingent indemnification obligations for which no claim has been asserted) and the termination or expiration of all commitments of the Lenders to extend credit under the Credit Agreement (including the Revolving Credit Facility);

(ii) the sale, transfer, exchange, or other disposition of such Collateral by the Borrower or any Grantor to a person that is not a Grantor, to the extent such sale, transfer, exchange, or other disposition is permitted under the Credit Agreement and the other Loan Documents; and

(iii) the release of such Lien by the First Lien Collateral Agent in accordance with the terms of the Credit Agreement and the applicable Security Documents, including any release directed by Required Lenders.

(b) The guarantee obligations of any Subsidiary Guarantor under the Guarantee and Collateral Agreement shall be automatically and unconditionally released upon the release of such guarantee under the Credit Agreement, including upon the occurrence of any event described in Section 6.1(a)(i) above.

(c) Upon any automatic release pursuant to this Section 6.1, the First Lien Collateral Agent is hereby irrevocably authorized to execute and deliver any UCC-3 termination statements, lien releases, discharges, mortgage satisfactions, releases of share charges or pledges, or other instruments of termination or release as may be necessary or appropriate to evidence such release, and the Borrower shall reimburse the First Lien Collateral Agent for any reasonable and documented out-of-pocket costs and expenses incurred in connection therewith.

Section 6.2 — Release of Subsidiary Guarantors

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

INTERCREDITOR AGREEMENT
EXECUTION VERSION
Dated as of July 9, 2024
among
MERIDIAN ATLANTIC BANK, N.A. as First Lien Agent, First Lien Collateral Agent, and Administrative Agent under the Credit Agreement
IRONCLAD CAPITAL MARKETS LLC as Co-Arranger and Secured Party
CLOUDIUM TECHNOLOGIES PLC a public limited company incorporated under the laws of England and Wales (Company No. 09734521; EIN (US taxpayer): 83-2196754) as Borrower and Grantor
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP a Delaware limited partnership (EIN: 87-4523190) as Sponsor and Equity Holder
SOLARA FUND VI GP LLC a Delaware limited liability company as General Partner of Fund VI
the Subsidiary Guarantors party hereto (collectively, the "Grantors")
and
each additional Secured Party from time to time party hereto
In connection with the Credit Agreement dated as of July 9, 2024, among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the lenders party thereto, providing for a $3,740,000,000 Term Loan B Facility and a $500,000,000 Revolving Credit Facility, and the Guarantee and Collateral Agreement dated as of July 9, 2024
Entered into in connection with the reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc pursuant to the Agreement and Plan of Merger dated January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Fund VI
Aggregate Deal Value: $6,800,000,000
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INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT (this "Agreement"), dated as of July 9, 2024, is entered into by and among MERIDIAN ATLANTIC BANK, N.A., a national banking association organized under the laws of the United States of America, with its principal office located at 383 Madison Avenue, New York, NY 10179, in its capacity as First Lien Agent, First Lien Collateral Agent, and Administrative Agent (in such capacities, the "First Lien Agent" or the "Administrative Agent"); IRONCLAD CAPITAL MARKETS LLC, a Delaware limited liability company, with its principal office located at 200 West Street, New York, NY 10282, in its capacity as Co-Arranger and Secured Party (in such capacity, the "Co-Arranger"); CLOUDIUM TECHNOLOGIES PLC, a public limited company incorporated under the laws of England and Wales (Company No. 09734521; EIN (US taxpayer): 83-2196754), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103, in its capacity as Borrower and Grantor (the "Borrower"); SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership (EIN: 87-4523190), in its capacity as Sponsor and Equity Holder ("Fund VI" or the "Sponsor"); SOLARA FUND VI GP LLC, a Delaware limited liability company, in its capacity as General Partner of Fund VI (the "General Partner"); each of the subsidiary guarantors signatory hereto (collectively, with the Borrower, the "Grantors"); and each additional Secured Party from time to time party hereto pursuant to Section 7.2.
RECITALS
WHEREAS:
A. The Merger Transaction. Pursuant to the Agreement and Plan of Merger dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc. (a Delaware corporation, DE File No. 7923841, incorporated on January 8, 2024, and formed solely for the purpose of effectuating the transactions contemplated by the Merger Agreement) ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, Merger Sub has been merged with and into Cloudium Technologies plc in a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"), with Cloudium Technologies plc surviving as the surviving entity and as a wholly owned subsidiary of Fund VI (the "Merger"). A Certificate of Merger was filed with the Delaware Secretary of State at 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time"). The aggregate merger consideration was approximately $36.92 per share (the "Per Share Merger Consideration"), reflecting an aggregate equity value of approximately $6,800,000,000 based on 184,200,000 shares of Cloudium common stock outstanding immediately prior to the Effective Time (excluding rollover shares). The Merger was consummated in accordance with the terms of the Merger Agreement and all applicable regulatory approvals, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and approvals from the Committee on Foreign Investment in the United States, were obtained prior to the closing.
B. The Credit Facilities. In connection with the Merger, Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, as lead arranger and co-arranger, respectively, committed to provide aggregate debt financing in the amount of $4,240,000,000 to fund a portion of the merger consideration, refinance existing indebtedness, and pay transaction fees and expenses. Such debt financing consists of (i) a $3,740,000,000 senior secured first lien term loan B facility (the "Term Loan B") bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate (as defined in the Credit Agreement) plus a margin of 325 basis points, with a maturity date of July 9, 2031, and (ii) a $500,000,000 senior secured first lien revolving credit facility (the "Revolving Credit Facility") bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus a margin of 275 basis points, with a maturity date of July 9, 2029, in each case on the terms and conditions set forth in the Credit Agreement dated as of July 9, 2024 (the "Credit Agreement") among the Borrower, the Administrative Agent, the Co-Arranger, and the lenders party thereto. The debt financing was committed pursuant to the Debt Commitment Letter dated January 22, 2024 (the "Debt Commitment Letter"), delivered by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI in connection with the execution of the Merger Agreement. The Term Loan B was fully drawn at closing, and the Revolving Credit Facility was undrawn at closing.
C. Repayment of Existing Indebtedness. On the closing date, existing indebtedness of the Borrower in the aggregate principal amount of $820,000,000 under the credit agreement dated March 15, 2021 (the "Prior Credit Agreement"), among Cloudium Technologies plc, Atlas Commercial Lending Corp., as administrative agent (the "Prior Agent"), and the lenders party thereto, consisting of (i) a $620,000,000 term loan and (ii) a $200,000,000 revolving credit facility (fully drawn as of the closing date), has been repaid in full. A payoff letter dated July 5, 2024, delivered by Atlas Commercial Lending Corp. to the Borrower and the First Lien Agent (the "Payoff Letter"), set forth the payoff amount and wire instructions. All liens of the Prior Agent securing the Borrower's obligations under the Prior Credit Agreement have been released in full, as evidenced by UCC-3 termination statements, intellectual property lien release filings with the United States Patent and Trademark Office and the United States Copyright Office, and a lien release package, in each case filed or delivered on July 9, 2024. No further obligations of the Borrower remain outstanding under the Prior Credit Agreement.
D. The Escrow. Pursuant to the Escrow Agreement dated as of January 22, 2024 (effective at the closing) (the "Escrow Agreement"), among Fund VI, Cobalt Trust Company, a New York trust company, with offices at 100 Wall Street, New York, NY 10005 (the "Escrow Agent"), and Douglas Pemberton, in his capacity as Stockholder Representative (the "Stockholder Representative"), an amount equal to $544,000,000, representing 8% of the aggregate deal value of $6,800,000,000, has been deposited into escrow with the Escrow Agent (the "Escrow Amount") to serve as a fund for the satisfaction of post-closing indemnification claims under the Merger Agreement.
E. Equity Contribution and Rollover. The sources of funds for the Merger include (i) a cash equity contribution by Fund VI in the amount of $2,832,888,096 pursuant to the Equity Commitment Letter dated January 22, 2024 (the "Equity Commitment Letter"), delivered by Fund VI to the Borrower and to Merger Sub; (ii) rollover equity contributions from certain members of the Borrower's management and existing shareholders, consisting of approximately $142,814,544 in rollover equity from Jonathan Hargrove (representing 50% of his 7,736,400 shares at $36.92 per share) and approximately $473,241,408 in rollover equity from Pinnacle Growth Ventures LLC (representing 60% of its 21,367,200 shares at $36.92 per share), in each case pursuant to the Rollover Agreement dated January 22, 2024 (collectively, the "Rollover Equity"); and (iii) a co-investment in the amount of $425,000,000 by Solara Digital Co-Invest VI-A LP, a Delaware limited partnership and co-investment vehicle affiliated with the Sponsor (the "Co-Investor"), pursuant to the Co-Investment Agreement dated January 22, 2024 (the "Co-Investment Agreement"). The aggregate equity contribution (including cash equity, rollover equity, and co-investment) totals approximately $3,873,944,048, and together with the Term Loan B proceeds of $3,740,000,000, such amounts were used to fund the aggregate merger consideration of $6,800,000,000, repay existing indebtedness of $820,000,000, fund the Escrow Amount, and pay transaction fees and expenses.
F. R&W Insurance. Fund VI, as the insured, has obtained a buyer-side representation and warranty insurance policy (Policy No. NFA-TRI-2024-00487) (the "R&W Insurance Policy") issued by Northfield Assurance Ltd. ("Northfield Assurance"), providing coverage for losses arising from breaches of the representations and warranties made by the Borrower in the Merger Agreement, with an aggregate policy limit of $680,000,000 (equal to 10% of deal value) and a retention amount of $544,000,000 (equal to the Escrow Amount). The retention drops down to $272,000,000 after the 12-month anniversary of the closing date if no pending indemnification claims exceed such reduced amount. The proceeds payable under the R&W Insurance Policy are payable to Fund VI as the insured party and do not constitute Collateral for the First Lien Obligations or any other obligations under the Credit Agreement or the Security Documents.
G. Purpose of Agreement. The parties hereto desire to set forth (i) the relative rights, duties, and priorities of the Secured Parties with respect to the Collateral, (ii) the terms upon which the Secured Parties may exercise enforcement rights with respect to the Collateral, (iii) the order of application of proceeds of the Collateral, and (iv) certain other intercreditor matters, in each case to facilitate the orderly administration of the Credit Facilities and the security interests securing the obligations thereunder.
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the following meanings:
"Administrative Agent" means Meridian Atlantic Bank, N.A., a national banking association, with its principal office at 383 Madison Avenue, New York, NY 10179, in its capacity as administrative agent under the Credit Agreement, and its successors and assigns in such capacity.
"Adjusted Term SOFR Rate" has the meaning assigned to such term in the Credit Agreement.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time, and any successor statute thereto.
"Borrower" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103. The Borrower's EIN for US federal income tax purposes is 83-2196754.
"Business Day" has the meaning assigned to such term in the Credit Agreement.
"Co-Arranger" means Ironclad Capital Markets LLC, a Delaware limited liability company, with its principal office at 200 West Street, New York, NY 10282, in its capacity as co-arranger under the Credit Agreement.
"Co-Investment Agreement" means the Co-Investment Agreement dated as of January 22, 2024, among Fund VI, Solara Digital Co-Invest VI-A LP, and the General Partner, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Co-Investor" means Solara Digital Co-Invest VI-A LP, a Delaware limited partnership.
"Collateral" means all assets, property, rights, and equity interests of the Grantors now owned or hereafter acquired that are pledged, assigned, or otherwise encumbered under the Guarantee and Collateral Agreement and any other Security Documents to secure the First Lien Obligations, including (a) all personal property of the Grantors, including accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, general intangibles (including payment intangibles and software), goods, instruments, intellectual property, inventory, investment property, letter-of-credit rights, and supporting obligations, in each case as defined in the applicable UCC, (b) all equity interests in (i) Cloudium Technologies UK Ltd. (Company No. 11287456), (ii) Cloudium Technologies India Pvt. Ltd. (Bangalore, Karnataka, India), and (iii) Cloudium Solutions GmbH (Berlin, Germany), subject to the 65% limitation on pledged equity of foreign subsidiaries as set forth in the Guarantee and Collateral Agreement, (c) all books and records related to the foregoing, and (d) all proceeds and products of any of the foregoing.
"Commitment Fee" means the commitment fee of 0.375% per annum on the average daily undrawn portion of the Revolving Credit Facility commitments, payable quarterly in arrears.
"Credit Agreement" means the Credit Agreement dated as of July 9, 2024, among the Borrower, the Administrative Agent, the Co-Arranger, and the lenders party thereto, as the same may be amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time in accordance with its terms, providing for the Term Loan B and the Revolving Credit Facility.
"Debt Commitment Letter" means the commitment letter dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the closing date.
"DIP Financing" means debtor-in-possession financing provided to the Borrower or any Grantor in any Insolvency Proceeding.
"Enforcement Action" means (a) any action to foreclose on or otherwise realize upon the liens on any Collateral (including by way of set-off), (b) any action to take possession or control of any Collateral, (c) any action to exercise any rights or remedies with respect to any Collateral under the UCC or any other applicable law, (d) the commencement or prosecution of any Insolvency Proceeding against the Borrower or any Grantor, (e) the exercise of any right of acceleration of any First Lien Obligations or any junior lien obligations, or (f) any action to collect or enforce any First Lien Obligations or any junior lien obligations by exercising remedies against the Collateral.
"Equity Commitment Letter" means the equity commitment letter dated as of January 22, 2024, from Fund VI to the Borrower and Merger Sub, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the closing date.
"Escrow Agent" means Cobalt Trust Company, a New York trust company, with offices at 100 Wall Street, New York, NY 10005.
"Escrow Agreement" means the Escrow Agreement dated as of January 22, 2024 (effective at the closing), among Fund VI, the Escrow Agent, and the Stockholder Representative, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Escrow Amount" means $544,000,000, representing 8% of the aggregate deal value of $6,800,000,000.
"First Lien Agent" means Meridian Atlantic Bank, N.A., acting in its capacity as administrative agent and collateral agent under the Credit Agreement, and its successors and assigns in such capacities.
"First Lien Collateral Agent" means Meridian Atlantic Bank, N.A., acting in its capacity as collateral agent under the Credit Agreement and the Security Documents, and its successors and assigns in such capacity.
"First Lien Debt" or "First Lien Obligations" means all Obligations (as defined in the Credit Agreement) under the Credit Agreement, including, without limitation, all obligations with respect to (a) the Term Loan B in the original principal amount of $3,740,000,000, (b) the Revolving Credit Facility in the maximum aggregate principal amount of $500,000,000 (which was $0 drawn at closing), (c) all interest (including post-petition interest, whether or not an allowed claim in any Insolvency Proceeding), fees (including the Commitment Fee, upfront fees, arrangement fees, and agency fees), premiums, penalties, expenses, reimbursements, indemnities, and other amounts payable under or in respect of the Credit Agreement, (d) all obligations under any Hedging Agreements (as defined in the Credit Agreement) with hedging counterparties that are Secured Parties, and (e) all obligations under any cash management agreements with cash management banks that are Secured Parties.
"Fund VI" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), with a vintage year of 2022 and approximately $12.4 billion in aggregate committed capital.
"General Partner" means Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as general partner of Fund VI.
"Grantors" means, collectively, the Borrower and each Subsidiary Guarantor that is a party to the Guarantee and Collateral Agreement, and each other person that from time to time becomes a Grantor thereunder.
"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement dated as of July 9, 2024, among the Borrower, each Subsidiary Guarantor party thereto, and the First Lien Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Insolvency Proceeding" means (a) any case, action, or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, or relief of debtors under the Bankruptcy Code or under any other federal, state, or foreign bankruptcy, insolvency, receivership, or similar law now or hereafter in effect, (b) any proceeding for the appointment of a receiver, trustee, liquidator, conservator, custodian, sequestrator, or similar official for any Grantor or for any substantial part of any Grantor's assets, or (c) any general assignment for the benefit of creditors of any Grantor.
"Lenders" means the financial institutions from time to time party to the Credit Agreement as lenders, including any assignees thereof.
"Lenders' Counsel" means Winthrop & Hale LLP, with offices at 901 New York Avenue NW, Washington, DC 20001, and 125 Old Broad Street, London EC2N 1AR, United Kingdom. The lead partner for this matter is Christine Novak.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing).
"Limited Guarantee" means the Limited Guarantee dated as of January 22, 2024, by the General Partner in favor of the Borrower in the aggregate amount of $246,000,000 (consisting of $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs), which Limited Guarantee has been fully performed or terminated by its terms upon the closing of the Merger.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement.
"Merger" has the meaning set forth in Recital A.
"Merger Agreement" means the Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the closing date.
"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841), incorporated on January 8, 2024, which merged with and into the Borrower at the Effective Time.
"Payoff Letter" means the payoff letter dated July 5, 2024, delivered by Atlas Commercial Lending Corp. to the Borrower and the First Lien Agent setting forth the payoff amount and wire instructions for the repayment of all outstanding indebtedness under the Prior Credit Agreement.
"Permitted Liens" has the meaning assigned to such term in the Credit Agreement.
"Prior Agent" means Atlas Commercial Lending Corp., in its former capacity as administrative agent under the Prior Credit Agreement.
"Prior Credit Agreement" means the credit agreement dated as of March 15, 2021, among Cloudium Technologies plc, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto, which has been repaid in full and terminated on the closing date.
"R&W Insurance Policy" means the buyer-side representation and warranty insurance policy (Policy No. NFA-TRI-2024-00487) issued by Northfield Assurance Ltd. to Fund VI, as the insured, providing coverage up to an aggregate policy limit of $680,000,000, with a retention of $544,000,000 (dropping down to $272,000,000 after 12 months if no pending claims exceed such reduced amount).
"Required Lenders" has the meaning assigned to such term in the Credit Agreement.
"Revolving Credit Facility" means the $500,000,000 revolving credit facility established under the Credit Agreement, bearing interest at the Adjusted Term SOFR Rate plus 275 basis points, with a maturity date of July 9, 2029. The Revolving Credit Facility carries a commitment fee of 0.375% per annum on undrawn commitments and includes a springing financial covenant requiring the First Lien Net Leverage Ratio not to exceed 5.00 to 1.00, tested only when utilization of the Revolving Credit Facility (including outstanding letters of credit in excess of $15,000,000) exceeds 40% of the aggregate revolving commitments on the last day of any fiscal quarter.
"Rollover Equity" has the meaning set forth in Recital E.
"Secured Parties" means, collectively, (a) the First Lien Agent, (b) the Lenders under the Credit Agreement, (c) any hedging counterparties that have entered into Hedging Agreements with the Borrower or any Grantor and that are entitled to the benefits of the Security Documents, and (d) any cash management banks that are entitled to the benefits of the Security Documents, in each case together with their respective successors and assigns.
"Security Documents" means, collectively, the Guarantee and Collateral Agreement, all UCC financing statements filed in connection therewith, all intellectual property security agreements, all share charges, share pledges, and equity interest pledge agreements, and all other agreements, instruments, and documents creating or purporting to create Liens on the Collateral in favor of the First Lien Collateral Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Sponsor" means Solara Digital Infrastructure Fund VI LP and, where the context requires, Solara Digital Infrastructure LP, a Delaware limited partnership, with its principal office at 1200 Market Street, Suite 3400, Wilmington, DE 19801, which serves as the management company and investment adviser for Fund VI and its affiliated funds.
"Stockholder Representative" means Douglas Pemberton, in his capacity as stockholder representative under the Merger Agreement and the Escrow Agreement.
"Subsidiary Guarantors" means Cloudium Technologies UK Ltd. (a private limited company incorporated under the laws of England and Wales, Company No. 11287456, with its registered office at 45 Broadwick Street, London W1F 0DB), Cloudium Technologies India Pvt. Ltd. (a private limited company incorporated in Bangalore, Karnataka, India), and Cloudium Solutions GmbH (a limited liability company incorporated in Berlin, Germany), and each other subsidiary of the Borrower that is or becomes required to become a guarantor under the Credit Agreement.
"Term Loan B" means the $3,740,000,000 senior secured first lien term loan B facility established under the Credit Agreement, bearing interest at the Adjusted Term SOFR Rate plus 325 basis points, with a maturity date of July 9, 2031. The Term Loan B was subject to a ticking fee of 0.25% per annum on undrawn commitments commencing on April 22, 2024 (the date that was 90 days following the date of the Merger Agreement), and was fully funded on the closing date.
"Total Net Leverage Ratio" has the meaning assigned to such term in the Credit Agreement. The initial maintenance covenant level is 6.50 to 1.00, stepping down to 6.00 to 1.00 on the first anniversary of the closing date, to 5.50 to 1.00 on the second anniversary of the closing date, and to 5.00 to 1.00 on the third anniversary of the closing date and thereafter. The closing-date total leverage of the Borrower is approximately 9.24x total (calculated as $3,740,000,000 in Term Loan B debt divided by $405,000,000 in last-twelve-months EBITDA), or approximately 6.91x on a pro forma adjusted basis including $110,000,000 in anticipated run-rate cost synergies.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, where the context requires, in any other applicable jurisdiction.
Section 1.2 — Rules of Interpretation
(a) Unless the context otherwise requires, (i) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined, (ii) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms, (iii) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation," (iv) the word "will" shall be construed to have the same meaning and effect as the word "shall," and (v) the words "herein," "hereof," "hereto," and "hereunder" and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof.
(b) The headings of the Articles and Sections of this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.
(c) References herein to Articles, Sections, Exhibits, and Schedules shall be construed as references to the Articles, Sections, Exhibits, and Schedules of this Agreement unless the context otherwise requires. References to any agreement or contract shall be to such agreement or contract as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms of this Agreement.
(d) References herein to any law or statute shall be deemed also to refer to all rules, regulations, and official guidance promulgated thereunder and all statutory provisions consolidating, amending, replacing, or interpreting such law or statute.
(e) All references to time of day herein shall mean Eastern Time, unless otherwise expressly indicated.
(f) The computation of any period of time referred to in this Agreement shall exclude the day on which the period commences and shall include the day on which the period ends. If the last day of any such period falls on a day that is not a Business Day, such period shall be extended to the next succeeding Business Day.
(g) This Agreement shall be construed without regard to any presumption or other rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.
Section 1.3 — Incorporation by Reference
Unless otherwise defined herein or unless the context otherwise requires, all capitalized terms used and not defined in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement as in effect on the date hereof, and each such definition is incorporated herein by reference. In the event of a conflict between a definition set forth in this Agreement and a definition set forth in the Credit Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.
ARTICLE II — LIEN PRIORITIES
Section 2.1 — Relative Priorities of Liens
(a) Notwithstanding the date, manner, or order of grant, attachment, or perfection of any Liens on the Collateral granted to the First Lien Collateral Agent or held by or on behalf of any Secured Party, and notwithstanding any provision of the UCC or any other applicable law, or any other circumstance whatsoever (including any defect in, or non-perfection of, any such Lien), the Liens on the Collateral securing the First Lien Obligations now held or at any time hereafter held by or on behalf of the First Lien Collateral Agent for the benefit of the Secured Parties shall, as among the Secured Parties and any other holders of Liens on the Collateral, at all times be senior and prior to, and have priority over, any and all other Liens on the Collateral now or hereafter held by any other person.
(b) In the event that any future junior lien indebtedness is incurred by the Borrower or any Grantor and is permitted under the Credit Agreement and this Agreement, the Liens securing such junior lien indebtedness shall at all times be junior and subordinate in priority to the Liens securing the First Lien Obligations. Such subordination shall apply irrespective of (i) the time, order, or method of creation, attachment, or perfection of any such Liens, (ii) the time or order of filing or recording of any UCC financing statements, fixture filings, or other filings or recordings with respect to any such Liens, (iii) any provision of the UCC or any other applicable law or any agreement or document to the contrary, and (iv) whether any party holds possession of all or any part of the Collateral.
(c) Each party hereto acknowledges and agrees that the priority of the Liens established pursuant to this Section 2.1 is an essential element of the transactions contemplated by this Agreement, the Credit Agreement, and the Security Documents, and that each Secured Party has entered into its respective agreements in reliance upon such priority.
Section 2.2 — Prohibition on Contesting Liens
(a) Each party hereto agrees that it shall not (and hereby waives any right to), directly or indirectly, challenge, contest, or support any other person in challenging or contesting the validity, enforceability, perfection, or priority of any Lien held by or on behalf of the First Lien Collateral Agent on any Collateral.
(b) No party hereto shall seek, and each party hereto hereby waives any right, to avoid, set aside, subordinate, recharacterize, or otherwise challenge any Lien securing the First Lien Obligations or any payment made in respect of the First Lien Obligations, whether in any Insolvency Proceeding or otherwise, including under Section 506(c), 510, 544, 545, 547, 548, 549, 550, or 553 of the Bankruptcy Code or any analogous provision of any other applicable law.
(c) The agreements set forth in this Section 2.2 shall survive and remain in full force and effect notwithstanding the commencement of any Insolvency Proceeding with respect to the Borrower or any Grantor.
Section 2.3 — No New Liens Without Compliance
(a) No Grantor shall create, incur, assume, or suffer to exist any Lien on any Collateral to secure any obligation (other than First Lien Obligations and Permitted Liens) unless such Lien is expressly permitted under the Credit Agreement, this Agreement, and any other applicable Loan Document. Any Grantor that creates, incurs, or permits to exist a Lien on Collateral in violation of this Section 2.3 shall be deemed to have simultaneously granted a Lien on such Collateral to the First Lien Collateral Agent for the benefit of the Secured Parties, senior and prior to the Lien granted to any other person.
(b) As a condition precedent to the grant of any Lien on Collateral to secure any additional indebtedness (whether first lien pari passu or junior lien) permitted under the Credit Agreement, the holder of such additional indebtedness (or an authorized agent or representative on behalf of such holder) must execute and deliver a joinder agreement to this Intercreditor Agreement in the form of Exhibit A hereto (or in such other form as the First Lien Agent may reasonably approve), pursuant to which such holder agrees to be bound by the terms and conditions of this Agreement. No Lien granted to secure any such additional indebtedness shall be effective until such joinder agreement has been executed and delivered.
Section 2.4 — Perfection of Liens
(a) Each party hereto acknowledges and agrees that the First Lien Collateral Agent is solely responsible for taking all actions necessary to perfect and maintain the perfection of the Liens on the Collateral granted in favor of the Secured Parties, including (i) the filing of UCC financing statements (and continuation statements) with the appropriate filing offices, (ii) the filing of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, (iii) the registration of share charges and equity interest pledges in the applicable jurisdiction (including the United Kingdom, India, and Germany), (iv) the taking of possession or control of Collateral where required for perfection under the applicable UCC or other applicable law, and (v) any other filings, registrations, or actions required under applicable law to perfect or maintain the perfection of such Liens.
(b) Each Grantor shall cooperate fully with the First Lien Collateral Agent and take all actions reasonably requested by the First Lien Collateral Agent to effectuate the perfection and maintenance of Liens on the Collateral, including (i) the execution and delivery of additional Security Documents, UCC financing statements, intellectual property security agreements, and other instruments of assignment or pledge, (ii) the delivery of stock certificates, membership interest certificates, and other instruments representing pledged equity interests, together with stock powers or other instruments of transfer executed in blank, and (iii) the taking of such other actions as may be necessary or desirable to create, perfect, or maintain the priority of the Liens securing the First Lien Obligations.
(c) The First Lien Collateral Agent shall have no obligation to any other party hereto (other than as expressly set forth in the Credit Agreement and the Security Documents) to take any action to perfect, maintain, or preserve the priority of any Lien, and the First Lien Collateral Agent shall not be liable for any failure to perfect, maintain, or preserve the priority of any Lien except to the extent such failure results from the First Lien Collateral Agent's gross negligence, willful misconduct, or bad faith.
ARTICLE III — ENFORCEMENT RIGHTS
Section 3.1 — Exercise of Remedies — First Lien Agent
(a) Only the First Lien Agent (Meridian Atlantic Bank, N.A.) or the First Lien Collateral Agent (or their respective designees) may exercise or direct the exercise of any Enforcement Action with respect to the Collateral. Such Enforcement Actions include, without limitation, (i) the acceleration of the maturity of any First Lien Obligations, (ii) the foreclosure upon, sale, lease, or other disposition of any Collateral (whether by judicial action, self-help, or otherwise), (iii) the exercise of any right or remedy available to a secured party under Article 9 of the UCC or under any other applicable law, (iv) the exercise of any right of set-off or recoupment against the Borrower or any Grantor, (v) the exercise of any right under any Security Document or Loan Document to take possession or control of any Collateral, and (vi) the commencement or prosecution of any judicial, administrative, or other proceeding against the Borrower or any Grantor in connection with the enforcement of any Lien on any Collateral.
(b) No Secured Party (other than the First Lien Agent or the First Lien Collateral Agent acting in accordance with the Credit Agreement and this Agreement) shall independently exercise, or direct or cause to be exercised, any Enforcement Action with respect to any Collateral. Each Secured Party acknowledges that the First Lien Agent's exercise of Enforcement Actions shall be governed by the terms of the Credit Agreement, including the provisions thereof relating to the direction and consent of Required Lenders.
(c) Nothing in this Section 3.1 shall be construed to limit the right of any Lender to exercise rights and remedies as an unsecured creditor against the Borrower or any Grantor to the extent such rights and remedies are not exercised with respect to the Collateral.
Section 3.2 — Standstill Provisions
(a) In the event that any junior lien indebtedness is incurred by the Borrower or any Grantor in accordance with the Credit Agreement and this Agreement, the holder of such junior lien indebtedness (a "Junior Secured Party") shall not take any Enforcement Action with respect to any Collateral unless and until the earlier to occur of:
(i) the expiration of a period of not less than 180 calendar days (the "Standstill Period") following the date on which the Junior Secured Party delivers written notice to the First Lien Agent stating that a default or event of default has occurred under the junior lien indebtedness and that the Junior Secured Party intends to exercise Enforcement Actions (a "Junior Enforcement Notice"); and
(ii) the acceleration of all First Lien Obligations and the commencement of an Enforcement Action by the First Lien Agent with respect to all or substantially all of the Collateral.
(b) During the Standstill Period, the First Lien Agent shall retain exclusive control over all Enforcement Actions with respect to the Collateral. The commencement of any Insolvency Proceeding shall not terminate or modify the Standstill Period.
(c) The Standstill Period shall be tolled during any period in which the First Lien Agent is diligently pursuing Enforcement Actions with respect to the Collateral. A new Standstill Period shall commence upon delivery of each separate Junior Enforcement Notice; provided that no more than one Standstill Period may be in effect at any time.
(d) Notwithstanding the foregoing, a Junior Secured Party may, during the Standstill Period, (i) file proofs of claim in any Insolvency Proceeding, (ii) take any action necessary to preserve its claim or prevent the running of any applicable statute of limitations, and (iii) vote on any plan of reorganization in any Insolvency Proceeding, in each case subject to the other provisions of this Agreement.
Section 3.3 — Cooperation in Enforcement
In the event that the First Lien Agent commences any Enforcement Action with respect to the Collateral, each Junior Secured Party (if any) shall cooperate with the First Lien Agent and shall take all actions reasonably requested by the First Lien Agent to facilitate such Enforcement Action, including (a) consenting to the sale, lease, or other disposition of any Collateral (whether by private sale, public auction, or otherwise), (b) executing and delivering any lien releases, UCC-3 termination statements, or other instruments of release necessary to convey the Collateral free and clear of any Liens held by or on behalf of such Junior Secured Party, (c) not opposing or objecting to any sale or other disposition of the Collateral proposed by the First Lien Agent, and (d) cooperating in any Insolvency Proceeding to facilitate the enforcement of the First Lien Agent's Liens. Each Junior Secured Party hereby irrevocably appoints the First Lien Agent as its attorney-in-fact (which appointment is coupled with an interest) to execute and deliver any such lien releases, termination statements, or other instruments on behalf of such Junior Secured Party if such Junior Secured Party fails to do so within five Business Days after receipt of written request from the First Lien Agent.
Section 3.4 — Right of First Lien Agent to Deal with Collateral
(a) The First Lien Agent may, in its sole discretion (subject to the terms of the Credit Agreement, including any required consents of Required Lenders), without the consent of any Junior Secured Party or any other person:
(i) release or subordinate any Liens on any Collateral;
(ii) agree to amendments, modifications, waivers, or supplements to any Security Document;
(iii) consent to any sale, transfer, lease, license, or other disposition of any Collateral by the Borrower or any Grantor to the extent permitted under the Credit Agreement;
(iv) release any Grantor from its obligations under any Security Document or guarantee in connection with any transaction permitted under the Credit Agreement;
(v) take or refrain from taking any other action with respect to any Collateral; and
(vi) exercise or refrain from exercising any right or remedy with respect to any Collateral.
(b) In connection with any sale, transfer, or other disposition of Collateral permitted under the Credit Agreement, the Liens on such Collateral securing any junior lien obligations shall be automatically and unconditionally released and discharged concurrently with the release of the Liens on such Collateral securing the First Lien Obligations. Each Junior Secured Party (if any) hereby irrevocably authorizes the First Lien Agent and the First Lien Collateral Agent to execute and file, on behalf of such Junior Secured Party, any UCC-3 termination statements, lien releases, or other documents necessary to evidence such release.
(c) Nothing in this Section 3.4 shall impose any duty or obligation on the First Lien Agent to exercise any right or remedy or to take any Enforcement Action with respect to any Collateral, and the First Lien Agent shall not be liable for any failure to exercise any such right or remedy or to take any such action.
ARTICLE IV — APPLICATION OF PROCEEDS; PAYMENT WATERFALL
Section 4.1 — Application of Proceeds
All proceeds of the Collateral received by the First Lien Agent, the First Lien Collateral Agent, or any other Secured Party, whether as a result of any Enforcement Action, any voluntary or involuntary disposition of Collateral, the receipt of insurance proceeds, condemnation awards, or otherwise, shall be applied in the following order of priority:
First: To the payment of all costs and expenses incurred by the First Lien Collateral Agent and the Administrative Agent in connection with the administration and enforcement of the Security Documents and this Agreement, including (a) the reasonable and documented fees and out-of-pocket expenses of Winthrop & Hale LLP, as Lenders' Counsel, and (b) the fees, costs, and expenses of Meridian Atlantic Bank, N.A. in its capacity as Administrative Agent and First Lien Collateral Agent, including any amounts payable to the First Lien Collateral Agent under the Security Documents for agency fees, indemnification obligations, and reimbursable expenses;
Second: To the payment of all First Lien Obligations (including the Term Loan B and the Revolving Credit Facility) pro rata in accordance with the respective amounts thereof then due and owing to the Secured Parties, including (a) all outstanding principal, (b) all accrued and unpaid interest (including default interest and post-petition interest to the fullest extent permitted by applicable law, whether or not allowed as a claim in any Insolvency Proceeding), (c) all fees, premiums, breakage costs, and prepayment premiums, if any, (d) all expense reimbursements and indemnification obligations, and (e) all other amounts owing under the Credit Agreement and the other Loan Documents;
Third: To the payment of all obligations owing to hedging counterparties under Hedging Agreements and to cash management banks under cash management agreements, in each case that are Secured Parties hereunder, pro rata in accordance with the respective amounts thereof then due and owing;
Fourth: To the payment of any junior lien obligations (if any then exist), in accordance with the priorities established in any applicable joinder agreement executed pursuant to Section 7.2 hereof; and
Fifth: Any remainder to the Borrower or its successors or assigns, or as a court of competent jurisdiction may otherwise direct.
Section 4.2 — Segregation of Proceeds
(a) If any Secured Party shall receive any proceeds of Collateral, or any payment on account of the First Lien Obligations or any junior lien obligations, in contravention of the waterfall set forth in Section 4.1, such Secured Party shall hold such proceeds or payment in trust for the benefit of the First Lien Agent and the Secured Parties entitled to prior payment pursuant to Section 4.1, and shall promptly (and in any event within two Business Days after receipt thereof) turn over and pay such proceeds or payment to the First Lien Agent for application in accordance with the waterfall set forth in Section 4.1.
(b) Until such time as any proceeds or payment required to be turned over pursuant to Section 4.2(a) are so turned over, such proceeds or payment shall be segregated from the other property of the receiving Secured Party and shall not be commingled with any other funds or assets of such person. The obligation to turn over proceeds under this Section 4.2 shall survive the termination of this Agreement to the extent that any such proceeds were received prior to such termination.
Section 4.3 — Treatment of Escrow Funds
(a) The parties hereto acknowledge and agree that the Escrow Amount of $544,000,000 deposited with the Escrow Agent (Cobalt Trust Company) pursuant to the Escrow Agreement does not constitute Collateral for the First Lien Obligations or any other obligations under the Credit Agreement or the Security Documents. The Escrow Amount is held by the Escrow Agent for the purposes and subject to the terms of the Escrow Agreement and the Merger Agreement and is not subject to any Lien in favor of any Secured Party.
(b) Any amounts released from escrow to Fund VI, the Co-Investor, or their respective designees in accordance with the Escrow Agreement (including upon the expiration of the applicable escrow period or the resolution of indemnification claims) shall not be subject to any Lien in favor of the Secured Parties and shall not constitute Collateral unless otherwise agreed in writing by Fund VI and the First Lien Agent.
(c) The escrow release schedule shall be as follows:
(i) 50% of the Escrow Amount ($272,000,000) shall be released on July 9, 2025 (the 12-month anniversary of the closing date), less the aggregate amount of any pending indemnification claims as of such date;
(ii) the remaining balance of the Escrow Amount shall be released on January 9, 2026 (the 18-month anniversary of the closing date), less the aggregate amount of any pending indemnification claims as of such date; and
(iii) any amounts retained on account of pending indemnification claims shall be released upon the final resolution of such claims in accordance with the Escrow Agreement.
(d) For the avoidance of doubt, none of the Escrow Agent, the Stockholder Representative, or the holders of any claims against the Escrow Amount is a party to this Agreement, and nothing herein shall create any rights or obligations on the part of any such person.
Section 4.4 — Treatment of R&W Insurance Proceeds
(a) The parties hereto acknowledge and agree that the proceeds payable under the R&W Insurance Policy (Northfield Assurance Ltd., Policy No. NFA-TRI-2024-00487), which has an aggregate policy limit of $680,000,000, are payable to Fund VI as the insured party and do not constitute Collateral for the First Lien Obligations or any other obligations under the Credit Agreement or the Security Documents.
(b) The R&W Insurance Policy has a retention (self-insured retention) equal to $544,000,000, which is equal to the Escrow Amount. The retention drops down to $272,000,000 (50% of the original retention) after the 12-month anniversary of the closing date (i.e., after July 9, 2025), provided that no pending indemnification claims exceed such reduced retention amount as of the applicable determination date.
(c) No Secured Party shall have any claim to, or Lien upon, any proceeds of the R&W Insurance Policy, and Fund VI shall not be required to apply any proceeds received under the R&W Insurance Policy to the payment or prepayment of any First Lien Obligations unless Fund VI voluntarily elects to do so.
(d) For the avoidance of doubt, Northfield Assurance Ltd. is not a party to this Agreement and has no obligations hereunder.
ARTICLE V — INSOLVENCY PROCEEDINGS
Section 5.1 — Filing of Claims and Proofs of Claim
(a) Each Secured Party retains the right to file proofs of claim, votes, and other similar documents in any Insolvency Proceeding of the Borrower or any Grantor; provided that the application of any distributions or other amounts received in respect of such claims shall be subject to the waterfall set forth in Section 4.1. Nothing in this Agreement shall prevent any Secured Party from filing any proof of claim necessary to establish or preserve its claim in any Insolvency Proceeding.
(b) In the event that any individual Secured Party fails to file a proof of claim or other necessary document in any Insolvency Proceeding by the date that is 30 calendar days prior to the applicable bar date (or such earlier date as may be specified by the court), the First Lien Agent is hereby authorized (but not obligated) to file a proof of claim on behalf of such Secured Party, and each Secured Party hereby irrevocably appoints the First Lien Agent as its agent and attorney-in-fact for such purpose.
(c) All distributions on account of claims held by the Secured Parties in any Insolvency Proceeding shall be applied in accordance with the waterfall set forth in Section 4.1, and each Secured Party receiving any distribution in contravention of such waterfall shall hold such distribution in trust and turn it over to the First Lien Agent for application in accordance with Section 4.1.
Section 5.2 — DIP Financing
(a) In any Insolvency Proceeding of the Borrower or any Grantor, any Junior Secured Party (if any) shall not object to, or otherwise contest, any DIP Financing proposed or approved by the First Lien Agent, including DIP Financing that is secured by a priming lien on the Collateral or otherwise primes the Liens of any Junior Secured Party, provided that (i) such DIP Financing is consented to by the First Lien Agent (acting at the direction of the Required Lenders, as applicable), (ii) any proceeds of such DIP Financing are applied in accordance with the terms of the DIP Financing order, and (iii) each Junior Secured Party shall be entitled to receive adequate protection to the extent required by the Bankruptcy Code, subject to the limitations set forth in Section 5.3.
(b) The First Lien Agent may, on behalf of the Secured Parties, consent to, support, or propose DIP Financing in any Insolvency Proceeding, and such consent or support shall be binding on all Junior Secured Parties (if any) for purposes of this Agreement.
(c) No Junior Secured Party shall propose or support any DIP Financing that would be senior to or pari passu with the First Lien Obligations without the prior written consent of the First Lien Agent.
Section 5.3 — Adequate Protection
(a) In any Insolvency Proceeding of the Borrower or any Grantor, the First Lien Obligations shall have priority in receiving adequate protection with respect to the Collateral over any junior lien obligations. The First Lien Agent shall have the exclusive right to request, and to object to any request by any other party for, adequate protection with respect to the Collateral.
(b) Any Junior Secured Party (if any) may seek or request adequate protection with respect to the Collateral only to the extent that (i) all First Lien Obligations have been provided adequate protection satisfactory to the First Lien Agent (including, without limitation, adequate protection in the form of current cash payments of post-petition interest, fees, and expenses, additional or replacement liens, administrative priority claims, or other forms of adequate protection), and (ii) the adequate protection sought or requested by such Junior Secured Party does not adversely affect, diminish, or impair the adequate protection provided to the First Lien Agent or the Secured Parties with respect to the Collateral.
(c) In the event that adequate protection is provided to any Junior Secured Party in the form of additional or replacement liens on any property, such liens shall be junior and subordinate to (i) the Liens securing the First Lien Obligations (including any liens securing DIP Financing consented to by the First Lien Agent) and (ii) any other liens on such property that are senior to the liens of the Junior Secured Parties hereunder.
Section 5.4 — Relief from Stay
(a) No Junior Secured Party (if any) shall seek, or support any other person in seeking, relief from the automatic stay imposed under Section 362 of the Bankruptcy Code (or any analogous provision of any other applicable law) with respect to any Collateral at any time while the First Lien Obligations remain outstanding, unless (i) the First Lien Agent has first obtained relief from the automatic stay with respect to such Collateral, or (ii) the First Lien Agent has provided its prior written consent to the Junior Secured Party's seeking such relief.
(b) For the avoidance of doubt, the First Lien Agent shall have the exclusive right, as among the Secured Parties, to seek relief from the automatic stay with respect to the Collateral, and each Junior Secured Party (if any) hereby waives any right to seek such relief except as expressly permitted in Section 5.4(a).
Section 5.5 — Waivers in Insolvency
(a) Each party hereto (other than the First Lien Agent) hereby waives, to the fullest extent permitted by applicable law, any right to object to the allowance of post-petition interest, fees, costs, charges, or expenses claimed by the First Lien Agent or any other Secured Party in any Insolvency Proceeding, to the extent that such amounts are secured by, or supported by the value of, the Collateral under Section 506(b) of the Bankruptcy Code (or any analogous provision of any other applicable law).
(b) Each Junior Secured Party (if any) hereby waives any right to object to the payment of post-petition interest, fees, costs, charges, or expenses to the First Lien Agent or the Secured Parties out of the Collateral or the proceeds thereof prior to any payment on account of junior lien obligations.
(c) The waivers set forth in this Section 5.5 shall be effective to the fullest extent permitted by the Bankruptcy Code and applicable law and shall be enforceable in any Insolvency Proceeding, whether commenced voluntarily or involuntarily, whether under the Bankruptcy Code or any other applicable law.
Section 5.6 — Asset Sales in Insolvency
(a) No Junior Secured Party (if any) shall oppose, object to, or otherwise contest any sale, transfer, or other disposition of Collateral under Section 363 of the Bankruptcy Code (or any analogous provision of any other applicable law) that is proposed, supported, or consented to by the First Lien Agent, provided that the proceeds of such sale are applied in accordance with the waterfall set forth in Section 4.1.
(b) Each Junior Secured Party (if any) shall be deemed to have consented to any such sale free and clear of Liens pursuant to Section 363(f) of the Bankruptcy Code (or any analogous provision of any other applicable law), with such Junior Secured Party's Liens, if any, attaching to the proceeds of such sale in accordance with the priorities established in this Agreement.
(c) This Section 5.6 does not limit the right of any Junior Secured Party (if any) to credit bid on Collateral in any sale pursuant to Section 363(k) of the Bankruptcy Code (or any analogous provision of any other applicable law); provided that any such credit bid shall be subject to and may not be in an amount that exceeds the amount of the junior lien obligations owed to such Junior Secured Party, and the First Lien Agent may credit bid all or any portion of the First Lien Obligations.
ARTICLE VI — RELEASE OF LIENS AND GUARANTEES
Section 6.1 — Automatic Release
(a) The Liens on any Collateral securing the First Lien Obligations shall be automatically and unconditionally released and discharged, without any further action by any party or the execution or delivery of any instrument, upon the earliest to occur of:
(i) the indefeasible payment in full in cash of all First Lien Obligations (other than contingent indemnification obligations for which no claim has been asserted) and the termination or expiration of all commitments of the Lenders to extend credit under the Credit Agreement (including the Revolving Credit Facility);
(ii) the sale, transfer, exchange, or other disposition of such Collateral by the Borrower or any Grantor to a person that is not a Grantor, to the extent such sale, transfer, exchange, or other disposition is permitted under the Credit Agreement and the other Loan Documents; and
(iii) the release of such Lien by the First Lien Collateral Agent in accordance with the terms of the Credit Agreement and the applicable Security Documents, including any release directed by Required Lenders.
(b) The guarantee obligations of any Subsidiary Guarantor under the Guarantee and Collateral Agreement shall be automatically and unconditionally released upon the release of such guarantee under the Credit Agreement, including upon the occurrence of any event described in Section 6.1(a)(i) above.
(c) Upon any automatic release pursuant to this Section 6.1, the First Lien Collateral Agent is hereby irrevocably authorized to execute and deliver any UCC-3 termination statements, lien releases, discharges, mortgage satisfactions, releases of share charges or pledges, or other instruments of termination or release as may be necessary or appropriate to evidence such release, and the Borrower shall reimburse the First Lien Collateral Agent for any reasonable and documented out-of-pocket costs and expenses incurred in connection therewith.
Section 6.2 — Release of Subsidiary Guarantors
(a) If any Subsidiary Guarantor ceases to be a subsidiary of the Borrower (whether by sale, merger, dissolution, or otherwise) in a transaction permitted under the Credit Agreement, such Subsidiary Guarantor's guarantee obligations and Lien obligations under the Guarantee and Collateral Agreement and the other Security Documents shall be automatically and unconditionally released and discharged upon the consummation of such transaction, wit

INTERCREDITOR AGREEMENT

EXECUTION VERSION

INTERCREDITOR AGREEMENT

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WHEREAS:

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