Exhibit 4.1


 


NOTWITHSTANDING ANYTHING TO
THE CONTRARY CONTAINED HEREIN, IN THE NOTES OR IN ANY SECURITY DOCUMENTS, ANY LIENS AND SECURITY INTERESTS SECURING OBLIGATIONS
UNDER THIS INDENTURE, THE NOTES AND THE SECURITY DOCUMENTS, AND THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN
OF THE RIGHTS OF THE HOLDERS ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS IN THE FORM ATTACHED HERETO THAT MAY
BE ENTERED INTO ON OR AFTER ISSUANCE OF THE NOTES. UPON EXECUTION OF THE INTERCREDITOR AGREEMENTS, IN THE EVENT OF ANY CONFLICT
BETWEEN THE TERMS OF, ON THE ONE HAND, THE INTERCREDITOR AGREEMENTS AND, ON THE OTHER HAND, THIS INDENTURE, THE NOTES OR ANY SECURITY
DOCUMENT, THE TERMS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL. EACH HOLDER, BY ITS ACCEPTANCE OF ANY NOTE, IRREVOCABLY
AGREES TO BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS.





 



 


CENTRUS ENERGY CORP.

as Issuer


 


8.25% Notes due 2027


 


Guaranteed on a limited, secured basis to
the extent described herein by


 


United States Enrichment Corporation,

as the Note Guarantor


 


 



 


INDENTURE


 


dated as of February 14, 2017


 


 



 





Delaware Trust Company,

as Trustee and Collateral Agent


 





 



 






    	 	1	 



     


    

 





Table of Contents


 


Page


  







	Article 1 

DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	Section 1.01 Definitions.	1
	 	 
	Section 1.02 Other Definitions.	16
	 	 
	Section 1.03 Rules of Construction.	17
	 	 
	Article 2 

THE NOTES
	 
	Section 2.01 Form and Dating; Terms.	18
	 	 
	Section 2.02 Execution and Authentication.	20
	 	 
	Section 2.03 Registrar, Paying Agent and Depositary.	21
	 	 
	Section 2.04 Paying Agent to Hold Money in Trust.	21
	 	 
	Section 2.05 Holder Lists.	21
	 	 
	Section 2.06 Transfer and Exchange.	22
	 	 
	Section 2.07 Replacement Notes.	34
	 	 
	Section 2.08 Outstanding Notes.	34
	 	 
	Section 2.09 Treasury Notes.	35
	 	 
	Section 2.10 Temporary Notes.	35
	 	 
	Section 2.11 Cancellation.	35
	 	 
	Section 2.12 Defaulted Interest.	36
	 	 
	Section 2.13 Deposit of Moneys.	36
	 	 
	Section 2.14 Further Issues.	36
	 	 
	Section 2.15 CUSIP/ISIN Numbers.	37
	 	 
	Section 2.16 Agreement to Subordinate the Notes.	37
	 	 
	Section 2.17 Liquidation, Dissolution, Bankruptcy.	37
	 	 
	Section 2.18 Default on Issuer Senior Debt.	38
	 	 
	Section 2.19 Demand for Payment.	38
	 	 
	Section 2.20 When Distribution Must Be Paid Over.	38
	 	 
	Section 2.21 Subrogation.	39
	 	 
	Section 2.22 Relative Rights.	39
	 	 
	Section 2.23 Subordination May Not Be Impaired by the Issuer.	39



 






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	Section 2.24 Rights of Trustee and Paying Agent.	39
	 	 
	Section 2.25 Article 2 Not to Prevent Events of Default or Limit Right to Demand Payment.	40
	 	 
	Section 2.26 Trust Moneys Not Subordinated.	40
	 	 
	Section 2.27 Trustee Entitled to Rely.	41
	 	 
	Section 2.28 Trustee to Effectuate Subordination.	41
	 	 
	Section 2.29 Trustee Not Fiduciary for Holders of Issuer Senior Debt.	41
	 	 
	Section 2.30 Reliance by Holders of Senior Debt on Subordinated Provisions.	41
	 	 
	Section 2.31 Amendments.	42
	 	 
	Article 3 

REDEMPTION
	 
	Section 3.01 Notices to Trustee.	42
	 	 
	Section 3.02 Selection of Notes to be Redeemed.	42
	 	 
	Section 3.03 Notice of Redemption.	43
	 	 
	Section 3.04 Effect of Notice of Redemption.	44
	 	 
	Section 3.05 Deposit of Redemption Price.	44
	 	 
	Section 3.06 Notes Redeemed in Part.	44
	 	 
	Section 3.07 Optional Redemption.	44
	 	 
	Section 3.08 No Mandatory Redemption.	45
	 	 
	Article 4 

COVENANTS
	 
	Section 4.01 Payment of Notes.	45
	 	 
	Section 4.02 Maintenance of Office or Agency.	45
	 	 
	Section 4.03 Reports.	46
	 	 
	Section 4.04 Compliance Certificate.	47
	 	 
	Section 4.05 Taxes.	47
	 	 
	Section 4.06 Stay, Extension and Usury Laws.	48
	 	 
	Section 4.07 Existence.	48
	 	 
	Section 4.08 Limitation on Liens.	48
	 	 
	Section 4.09 Repurchase Upon Change of Control.	48
	 	 
	Section 4.10 Limitation on Transfers of Collateral.	50
	 	 
	Section 4.11 Maintenance of Properties.	52



 






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Table of Contents


(continued)


Page


 


	Section 4.12 Maintenance of Insurance.	52
	 	 
	Article 5 

SUCCESSORS
	 
	Section 5.01 Merger, Consolidation or Sale of Substantially All Assets.	53
	 	 
	Section 5.02 Successor Substituted.	54
	 	 
	Article 6

 DEFAULTS AND REMEDIES
	 
	Section 6.01 Events of Default.	54
	 	 
	Section 6.02 Acceleration.	56
	 	
	Section 6.03 Other Remedies.	56
	 	 
	Section 6.04 Waiver of Past Defaults.	56
	 	 
	Section 6.05 Control by Majority.	57
	 	 
	Section 6.06 Limitation on Suits.	57
	 	 
	Section 6.07 Rights of Holders to Bring Suit for the Enforcement of Payment.	57
	 	 
	Section 6.08 Collection Suit by Trustee.	58
	 	 
	Section 6.09 Trustee may File Proofs of Claim.	58
	 	 
	Section 6.10 Priorities.	58
	 	 
	Section 6.11 Undertaking for Costs.	59
	 	 
	Article 7 

TRUSTEE
	 
	Section 7.01 Duties of Trustee.	59
	 	 
	Section 7.02 Rights of Trustee.	60
	 	 
	Section 7.03 Individual Rights of Trustee.	62
	 	 
	Section 7.04 Trustee’s Disclaimer.	62
	 	 
	Section 7.05 Notice of Defaults.	62
	 	 
	Section 7.06 Reserved.	63
	 	 
	Section 7.07 Compensation and Indemnity.	63
	 	 
	Section 7.08 Replacement of Trustee.	64
	 	 
	Section 7.09 Successor Trustee by Merger, etc.	65
	 	 
	Section 7.10 Eligibility; Disqualification.	65
	 	 
	Section 7.11 Electronic Communication.	65



 






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(continued)


Page


 


	Article 8 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.	65
	 	 
	Section 8.02 Legal Defeasance and Discharge.	65
	 	 
	Section 8.03 Covenant Defeasance.	66
	 	 
	Section 8.04 Conditions to Legal Defeasance or Covenant Defeasance.	66
	 	 
	Section 8.05 Deposited Cash and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.	67
	 	 
	Section 8.06 Repayment to the Issuer.	68
	 	 
	Section 8.07 Reinstatement.	68
	 	 
	Article 9 

AMENDMENTS
	 
	Section 9.01 Without Consent of Holders.	69
	 	 
	Section 9.02 With Consent of Holders.	70
	 	 
	Section 9.03 Revocation and Effect of Consents.	72
	 	 
	Section 9.04 Notation on or Exchange of Notes.	72
	 	 
	Section 9.05 Trustee to Sign Amendments, etc.	72
	 	 
	Article 10 

COLLATERAL AND SECURITY
	 
	Section 10.01 Security Documents.	72
	 	 
	Section 10.02 Collateral Agent.	74
	 	 
	Section 10.03 Opinions.

                                                             
	74
	 	 
	Section 10.04 Release of Collateral.	74
	 	 
	Section 10.05 Authorization of Actions to be Taken by Trustee Under Security Documents.	75
	 	 
	Section 10.06 Authorization of Receipt of Funds by Trustee Under Security Documents.	76
	 	 
	Section 10.07 Collateral Agent.	76
	 	 
	Section 10.08 Relative Rights; Intercreditor Agreements.	76
	 	 
	Article 11 

GUARANTEES
	 
	Section 11.01 Guarantee.	79
	 	 
	Section 11.02 Execution and Delivery of Guarantee.	80
	 	 
	Section 11.03 Limitation on Note Guarantor’s Liability.	81



 






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(continued)


Page


 


	Section 11.04 Rights Under the Guarantee.	81
	 	 
	Section 11.05 Guaranty of Payment Not Collection.	81
	 	 
	Section 11.06 No Subrogation.	82
	 	 
	Section 11.07 Release of the Note Guarantor	82
	 	 
	Section 11.08 Agreement to Subordinate the Guarantee.	82
	 	 
	Section 11.09 Liquidation, Dissolution, Bankruptcy.	82
	 	 
	Section 11.10 Default on Designated Senior Claims of the Note Guarantor.	83
	 	 
	Section 11.11 Demand for Payment.	83
	 	 
	Section 11.12 When Distribution Must Be Paid Over.	84
	 	 
	Section 11.13 Subrogation.	84
	 	 
	Section 11.14 Relative Rights.	84
	 	 
	Section 11.15 Subordination May Not Be Impaired by the Note Guarantor.	85
	 	 
	Section 11.16 Rights of Trustee and Paying Agent.	85
	 	 
	Section 11.17 Distribution or Notice to Representative.	85
	 	 
	Section 11.18 Article 11 Not to Prevent Events of Default or Limit Right to Demand Payment.	85
	 	 
	Section 11.19 Trust Moneys Not Subordinated.	85
	 	 
	Section 11.20 Trustee Entitled to Rely.	86
	 	 
	Section 11.21 Trustee to Effectuate Subordination.	86
	 	 
	Section 11.22 Trustee Not Fiduciary for Holders of Designated Senior Claims of the Note Guarantor.	86
	 	 
	Section 11.23 Reliance by Holders of Designated Senior Claims of the Note Guarantor on Subordinated Provisions.	86
	 	 
	Section 11.24 Amendments.	87
	 	 
	Article 12 

SATISFACTION AND DISCHARGE
	 
	Section 12.01 Satisfaction and Discharge.	87
	 	 
	Section 12.02 Application of Trust Money.	88
	 	 
	Article 13 

MISCELLANEOUS
	 
	Section 13.01 Notices.	89
	 	 
	Section 13.02 [Reserved.]	90



 






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	Section 13.03 Certificate and Opinion as to Conditions Precedent.	90
	 	 
	Section 13.04 Statements Required in Certificate or Opinion.	90
	 	 
	Section 13.05 Force Majeure.	91
	 	 
	Section 13.06 Legal Holidays.	91
	 	 
	Section 13.07 No Recourse Against Others.	91
	 	 
	Section 13.08 Governing Law.	92
	 	 
	Section 13.09 No Adverse Interpretation of Other Agreements.	92
	 	 
	Section 13.10 Successors.	93
	 	 
	Section 13.11 Severability.	93
	 	 
	Section 13.12 Counterpart Originals.	93
	 	 
	Section 13.13 Table of Contents, Headings, etc.	93
	 	 
	Section 13.14 Trustee Authorization.	93
	 	 
	Section 13.15 Tax Reporting.	93



 






    		vi	 



     


    

 


INDENTURE, dated as of February 14, 2017,
among Centrus Energy Corp., a Delaware corporation (the “Issuer”), United States Enrichment Corporation, a Delaware
corporation (the “Note Guarantor”), and Delaware Trust Company, a Delaware state chartered trust company duly
organized and existing under the laws of the State of Delaware, as Trustee and Collateral Agent (each as defined below).


 


The Issuer, the Note Guarantor and the Trustee
(as defined herein) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined
herein) of the Issuer’s 8.25% Notes due 2027 in an aggregate principal amount of $74,263,580 million (the “Initial
Notes”) and the Holders of any Additional Notes (as defined below and, together with the Initial Notes, the “Notes”).


 


Article
1

DEFINITIONS AND INCORPORATION

BY REFERENCE


 


Section
1.01 Definitions.


 


“Accredited Investor”
means accredited investor as defined in Rule 501(a) under the Securities Act.


 


“Accredited Investor Global Note”
means a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in an initial
denomination equal to the outstanding principal amount of the Notes sold to Accredited Investors.


 


“ACP” means American
Centrifuge Holdings, LLC, a Delaware limited liability company, and any of its future direct and indirect subsidiaries, and any
of its or their successors or assigns.


 


“Acquired Debt” means
Indebtedness of a Person existing at the time such Person is merged with or into the Note Guarantor, other than Indebtedness incurred
in connection with, or in contemplation of, such Person merging with or into the Note Guarantor.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as used with respect to any
Person, means (a) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise or (b) beneficial ownership of ten
percent (10%) or more of the voting securities of such Person.


 


“Agent” means any Registrar,
Paying Agent or co-registrar.


 


“American Centrifuge Project”
means the design, manufacture, construction, development, start-up, completion, operation, financing, maintenance or improvement
of U.S.


 




    	 	1	 



     


    

non-gaseous diffusion uranium enrichment technology and related
infrastructure, assets and properties.


 


“Applicable Procedures”
means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and/or Clearstream that apply to such transfer or exchange.


 


“Bankruptcy Code” means
title 11, U. S. Code, as amended from time to time, and any successor statute, or if the context so requires, any similar federal
or state law for the relief of debtors.


 


“beneficial owner” has
the meaning attributed to it in Rules 13d-3 and 13d-5 under the Exchange Act, whether or not applicable.


 


“Board of Directors”
means:


 


(1)  
with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act
on behalf of such board;


 


(2)  
with respect to a partnership, the Board of Directors of the general partner of the partnership;


 


(3)  
with respect to a limited liability company, the managing member or members or any controlling committee of managing members
thereof; and


 


(4)  
with respect to any other Person, the board or committee of such Person serving a similar function.


 


“Business Day”
means any day other than a Legal Holiday.


 


“Capital Lease Obligation”
means, as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital
lease obligations under GAAP, and the amount of such obligations at any date shall be the capitalized amount of such obligations
at such date, determined in accordance with GAAP.


 


“Capital Stock” means,
(i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents
(however designated) of corporate stock, (ii) with respect to a limited liability company, any and all membership interests, and
(iii) with respect to any other Person, any and all partnership, joint venture or other Equity Interests of such Person, but, in
each case of clauses (i), (ii) and (iii), excluding any debt securities convertible into Capital Stock.


 


“Certificate of Exchange”
means a certificate substantially in the form of Exhibit C hereto.


 


“Certificate of Transfer”
means a certificate substantially in the form of Exhibit B hereto.


 


“Change of Control” means


 




    	 	2	 



     


    

(1)  
the sale, transfer or other conveyance, whether direct or indirect (other than by way of merger or consolidation), of all
or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person (including any “person”
(as such term is used in Section 13(d)(3) of the Exchange Act, whether or not applicable)), in one transaction or a series of related
transactions;


 


(2)  
the consummation of any transaction (other than by way of merger or consolidation) the result of which is that any Person
(including any “person” (as defined above)) is or becomes the “beneficial owner,” directly or indirectly,
of more than fifty percent (50%) of the total voting power in the aggregate of the Voting Stock of the Issuer; or


 


(3)  
the consummation of any transaction pursuant to which the Issuer consolidates with, or merges with or into, any Person or
any Person consolidates with, or merges with or into, the Issuer, in any such event pursuant to a transaction in which any of the
outstanding Voting Stock of the Issuer or such other Person is converted into or exchanged for cash, securities or other property,
other than any such transaction where the Voting Stock of the Issuer outstanding immediately prior to such transaction constitutes
or is converted into or exchanged for, a majority of the outstanding shares of the Voting Stock of such surviving or transferee
Person (immediately after giving effect to such transaction);


 


provided that, an event that would
otherwise be a Change of Control shall not be considered such if it results from (a) any issuance of Equity Interests intended
to support the American Centrifuge Project or another next generation enrichment technology, (b) any sale of the Issuer to, or
merger or consolidation of the Issuer with, any Person for the purpose of continuing to pursue (1) the American Centrifuge Project
for commercial purposes or (2) another next generation enrichment technology or (c) any transfer of Collateral permitted under
Section 4.10 hereof.


 


“Claim” means (i) right
to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured, or direct, indirect or evidenced by a guarantee or (ii) right to
an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured, or unsecured.


 


“Clearstream” means Clearstream
Banking, société anonyme.


 


“Collateral” means any
assets of the Note Guarantor, the Issuer or certain Subsidiaries defined as “Collateral” in any of the Security Documents
and assets of the Note Guarantor, the Issuer or certain Subsidiaries from time to time on which a Lien exists as security for any
of the Secured Obligations hereunder or under the Security Documents.


 


“Collateral Agent” means
Delaware Trust Company, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware,
in its capacity as Collateral Agent under the Security Documents, or any successor thereto.


 




    	 	3	 



     


    

“Commission” means the
Securities and Exchange Commission and any successor thereto.


 


“continuing” means, with
respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.


 


“Corporate Trust Office”
shall be at the address of the Trustee specified in Section 13.01 hereof or such other address as the Trustee may specify by notice
to the Issuer.


 


“Credit Facilities” means,
with respect to the Issuer, the Note Guarantor and certain of their subsidiaries, one or more debt facilities or other financing
arrangements (including, without limitation, commercial paper facilities or indentures with banks or other institutional lenders
or investors) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any
notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments,
supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or
credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or
refinance any part of the loans, notes, other securities, other credit facilities or commitments thereunder, including any such
replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters
the maturity thereof or adds any subsidiaries of the Issuer or the Note Guarantor as additional borrowers or guarantors thereunder
and whether by the same or any other agent, lender or group of lenders.


 


“Custodian” means any
receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Code.


 


“Default” means any event
that is, or after notice or the passage of time or both would be, an Event of Default; provided that any Default that results solely
from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be
cured if such previous Default is cured prior to becoming an Event of Default.


 


“Definitive Note” means
a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(a), 2.06(c) or 2.06(e)
hereof, substantially in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests or Increases/Decreases in the Global Note” attached thereto.


 


“Depositary” means the
Person specified in Section 2.03 hereof as the Depositary with respect to the Notes issuable in global form, until a successor
shall have been appointed and become such pursuant to the applicable provision of this Indenture, and, thereafter, “Depositary”
shall mean or include such successor.


 


“Designated Senior Claims”
means all Obligations of, and all Claims against, the Note Guarantor (i) under the Credit Facilities up to $50 million with a maximum
net borrowing of $40 million after taking into account any minimum cash balance, (ii) under the Inventory Revolver, (iii) held
by or for the benefit of the PBGC pursuant to any settlement (including any required funding of pension plans), and (iv) under
surety bonds or similar obligations held by the United States government pursuant to regulatory requirements.


 




    	 	4	 



     


    

“Discharge” means, except
to the extent otherwise provided in Section 3.21 of the Note Subordination Agreement (in the case of Issuer Senior Debt) or in
Section 5.8 of the Junior Lien Intercreditor Agreement (in the case of Designated Senior Claims), with respect to any Issuer Senior
Debt or any Designated Senior Claim, that each of the following has occurred:


 


(a)   
payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any
filing or proceeding under the Bankruptcy Code, whether or not such interest would be allowed in such proceeding) on all Indebtedness
outstanding under the applicable documents governing or evidencing such Issuer Senior Debt or Designated Senior Claim;


 


(b)  
payment in full in cash of all other obligations under the applicable documents governing or evidencing such Issuer Senior
Debt or Designated Senior Claim that are due and payable or otherwise accrued and owing at or prior to the time such principal
and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written,
has been made at such time);


 


(c)   
termination or expiration of all commitments, if any, to extend credit that would constitute Issuer Senior Debt or a Designated
Senior Claim (as the case may be) and;


 


(d)  
termination or cash collateralization (in an amount and manner reasonably satisfactory to the applicable letter of credit
issuer, but in no event in an amount greater than 105% of the aggregate undrawn face amount), or the making of other arrangements
satisfactory to the applicable letter of credit issuer of all letters of credit issued under the applicable documents governing
or evidencing such Issuer Senior Debt or Designated Senior Claim.


 


The term “Discharged”
has a corresponding meaning but neither “Discharge” nor “Discharged” shall apply to any use
in the Indenture to the term “discharge” (or any of its corresponding forms) that is not capitalized.


 


“Disqualified Capital Stock”
means any Equity Interest that (i) either by its terms (or by the terms of any security into which it is convertible or for which
it is exchangeable) is or upon the happening of an event would be required to be redeemed or repurchased prior to the Maturity
Date or is redeemable at the option of the holder thereof at any time prior to such Maturity Date, or (ii) is convertible into
or exchangeable at the option of the issuer thereof or any other Person for debt securities.


 


“DTC” means The Depository
Trust Company.


 


“Equity Interests” means
Capital Stock or warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible
into, or exchangeable for, Capital Stock).


 


“Equity Investment” in
any Person means any capital contribution to (by means of any transfer of cash or other property (tangible or intangible) to others
or any payment for property or services solely for the account or use of others, or otherwise), or any purchase or acquisition
of any Equity Interests issued by, such Person.


 




    	 	5	 



     


    

“Euroclear” means Euroclear
S.A./N.V., as operator of the Euroclear system.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 


“Fair Market Value” means
the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity
of either party, determined in good faith by the Board of Directors of the Issuer (unless otherwise provided in this Indenture).


 


“Finance Debt” means
all Indebtedness (other than Indebtedness owed to the Issuer or any of its Subsidiaries) in respect of borrowed money (regardless
of whether the recourse of the lender is to the whole of the assets of such Person or only to a portion thereof).


 


“GAAP” means generally
accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such
other statements by such other entity as approved by a significant segment of the accounting profession, and in the rules and regulations
of the Commission, as in effect on the date of this Indenture.


 


“Global Note Legend”
means the legend set forth in Section 2.01(f)(ii) hereof, which is required to be placed on all Global Notes issued under this
Indenture.


 


“Global Notes” means,
individually and collectively, each of the Notes deposited with or on behalf of and registered in the name of the Depositary or
its nominee, and includes, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes,
substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges
of Interests or Increases/Decreases in the Global Note” attached thereto, issued in accordance with Sections 2.01, 2.06(a),
2.06(c) or 2.06(d) hereof.


 


“Government Securities”
means (i) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged
or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of
America, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in Section 3(a) (2) of the Securities Act), as custodian with respect to any such Government
Security or a specific payment of principal of or interest on any such Government Security held by such custodian for the account
of the holder of such depository receipt; provided that, (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in
respect of the Government Security or the specific payment of principal of or interest on the Government Security evidenced by
such depository receipt.


 


“Governmental Authority”
means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United
States of America or foreign government, any state, province or any city or other political subdivision or otherwise


 




    	 	6	 



     


    

and whether now or hereafter in existence, or any officer or
official thereof, and any maritime authority.


 


“guaranty” or “guarantee,”
used as a noun, means any guaranty (other than by endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in
respect thereof), of all or any part of any Indebtedness or other Obligation; “guarantee,” used as a verb, has a correlative
meaning.


 


“Hedging Obligations”
means, with respect to any Person, the Obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements
and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person against fluctuations
in interest rates, currency rates or commodity prices.


 


“Holder” means the Person
in whose name a Note is registered in the register of the Notes.


 


“Indebtedness” of any
Person means (without duplication) (i) all liabilities and obligations, contingent or otherwise, of such Person (A) in respect
of borrowed money (regardless of whether the recourse of the lender is to the whole of the assets of such Person or only to a portion
thereof), (B) evidenced by bonds, debentures, notes or other similar instruments, (C) representing the deferred purchase price
of property or services (other than trade payables on customary terms incurred in the ordinary course of business), (D) created
or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession
or sale of such property), (E) representing obligations under a lease that are required to be classified and accounted for as Capital
Lease Obligations, (F) under bankers’ acceptance and letter of credit facilities, (G) to purchase, redeem, retire, defease
or otherwise acquire for value any Disqualified Capital Stock, or (H) net obligations in respect of Hedging Obligations; (ii) all
Indebtedness of others that is guaranteed by such Person; and (iii) all Indebtedness of others that is secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including,
without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable
for the payment of such Indebtedness; provided that, the amount of such Indebtedness shall (to the extent such Person has
not assumed or become liable for the payment of such Indebtedness) be the lesser of (x) the Fair Market Value of such property
at the time of determination and (y) the amount of such Indebtedness. The amount of Indebtedness of any Person at any date shall
be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. Notwithstanding the foregoing,
the term Indebtedness shall not include obligations arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that, such obligation
is extinguished within two (2) Business Days of its incurrence. The principal amount outstanding of any Indebtedness issued with
original issue discount is the accreted value of such Indebtedness. The term “Indebtedness” shall not include (1) trade
payables or other accrued liabilities incurred in the ordinary course of business or pursuant to an operational wind-down of


 




    	 	7	 



     


    

a business of the Note Guarantor and payable in accordance with
customary practices, (2) deferred tax obligations, (3) minority interest, (4) non-interest bearing installment obligations and
accrued liabilities incurred in the ordinary course of business or pursuant to an operational wind-down of a business of the Note
Guarantor and (5) obligations of the Issuer or any Subsidiary pursuant to contracts for, or options, puts or other arrangements
relating to, the advance, loan, lease, purchase, sale or transfer of raw materials, inputs, inventory (including depleted, natural
and enriched uranium and separative work units) or equipment, entered into in the ordinary course of business or pursuant to an
operational wind-down of a business of the Note Guarantor. The accrual of interest, the accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional Indebtedness or Disqualified Capital Stock, the
reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified
Capital Stock in the form of additional shares of Disqualified Capital Stock will not be deemed to be an incurrence of Indebtedness
or an issuance of Disqualified Capital Stock for purposes of this Indenture.


 


“Indenture” means this
Indenture as amended or supplemented from time to time and, for the avoidance of doubt, shall include the Guarantee set forth in
Article 11 of this Indenture, as amended or supplemented from time to time.


 


“Indirect Participant”
means a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Intercreditor Agreements”
means, collectively, the Junior Lien Intercreditor Agreement, the Limited Secured Acquisition Debt Intercreditor Agreement, the
Pari Passu Lien Intercreditor Agreement, and the Senior Lien Intercreditor Agreement, and each of them individually is an “Intercreditor
Agreement,” as the case may be.


 


“Inventory Revolver”
means any revolving credit facility to finance inventory repurchases and related working capital needs.


 


“Issue Date” means February
14, 2017.


 


“Issuer” has the meaning
ascribed to it in the introductory paragraph of this Indenture together with all successors thereto.


 


“Issuer Order” means
a written request or order signed in the name of the Issuer by the President, the Chief Executive Officer, the Chief Financial
Officer, a Senior Vice President, the Treasurer, General Counsel or Secretary of the Issuer.


 


“Issuer Senior Debt”
means:


 


(1)  
all Indebtedness of the Issuer outstanding under the Credit Facilities in an aggregate amount not exceeding $50 million
with a maximum net borrowing of $40 million after taking into account any minimum cash balance and all Obligations of the Issuer
with respect thereto;


 




    	 	8	 



     


    

(2)  
all Indebtedness of the Issuer outstanding under the Inventory Revolver and all Obligations of the Issuer with respect thereto;
and


 


(3)  
all Indebtedness of the Issuer to the Note Guarantor issued or incurred on, prior to or after the Issue Date and all Obligations
with respect thereto, including, but not limited to, the Company’s secured intercompany notes.


 


“Joint Venture” means
any joint venture or similar entity with one or more Persons (other than the Company or a Subsidiary), whether a company, unincorporated
firm, association, partnership or any other entity, in which the Company or a Subsidiary has a direct or indirect equity or similar
interest.


 


“Junior Lien Intercreditor Agreement”
means that certain Junior Lien Subordination and Intercreditor Agreement among the Trustee, Collateral Agent and one or more Representatives
of holders of Designated Senior Claims and acknowledged and agreed to by the Note Guarantor, substantially in the form attached
hereto as Exhibit G, entered into on or after the Issue Date in accordance with Section 7.01(g) hereof, as amended, modified, restated,
supplemented from time to time (with such modifications as may be appropriate to reflect the relative priorities set forth (or
to be set forth) in the Junior Lien Intercreditor Agreement and the Limited Secured Acquisition Debt Intercreditor Agreement).


 


“Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the Corporate Trust Office
of the Trustee is located or at a place of payment are authorized by law, regulation or executive order to remain closed. If a
payment date in a place of payment is a Legal Holiday, payment shall be made at that place on the next succeeding day that is not
a Legal Holiday, and no interest shall accrue for the intervening period.


 


“Lien” means any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind, regardless of whether filed, recorded or otherwise perfected
under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).


 


“Limited Secured Acquisition Debt”
means (i) any Indebtedness, the proceeds of which are used to finance all or a portion of an acquisition or similar transaction
if any lender’s Lien is solely limited to the assets acquired in such a transaction and (ii) any Indebtedness, the proceeds
of which are used to finance all or a portion of the American Centrifuge Project or another next generation enrichment technology
provided that any Lien securing such Indebtedness or any Obligations relating thereto are limited solely to such assets; provided
that (x) except as to the proceeds of the Collateral securing such Limited Secured Acquisition Debt, the Limited Secured Acquisition
Debt shall be subordinated in right of payment to the New Notes or the New Notes Guarantee, as applicable, pursuant to a subordination
agreement no less favorable to the senior lender thereunder than the existing Note Subordination Agreement and (y) concurrently
with the incurrence of such Limited Secured Acquisition Debt, the New Notes shall have been granted a


 




    	 	9	 



     


    

valid, perfected security interest on the Collateral securing
such Limited Secured Acquisition Debt subject to the Limited Secured Acquisition Debt Intercreditor Agreement.


 


“Limited Secured Acquisition Debt
Intercreditor Agreement” means that certain Limited Secured Acquisition Debt Intercreditor Agreement among the Trustee,
Collateral Agent and one or more Representatives of holders of Limited Secured Acquisition Debt and acknowledged and agreed to
by the Note Guarantor, substantially in the form attached hereto as Exhibit J entered into on or after the Issue Date, as amended,
modified, restated, supplemented from time to time(with such modifications as may be appropriate to reflect the relative priorities
set forth (or to be set forth) in the Junior Lien Intercreditor Agreement and the Limited Secured Acquisition Debt Intercreditor
Agreement).


 


“Maturity Date” means
February 28, 2027.


 


“Non-U.S. Person” means
a Person who is not a U.S. Person.


 


“Note Guarantor” has
the meaning ascribed to it in the introductory paragraph of this Indenture.


 


“Note Subordination Agreement”
means that certain Junior Payment Subordination Agreement among the Trustee and one or more Representatives of holders of Issuer
Senior Debt and acknowledged and agreed to by the Issuer, substantially in the form attached hereto as Exhibit F, entered into
on or after the Issue Date in accordance with Section 7.01(g) hereof, as amended, modified, restated and supplemented from time
to time.


 


“Notes” has the meaning
assigned to such term in the recitals hereto and more particularly means any Note authenticated and delivered under this Indenture.
All Notes shall be treated as a single class for all purposes under this Indenture.


 


“Obligation” means any
principal, premium, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization
or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed
claim under applicable state, federal or foreign law), penalty, fee, indemnification, reimbursement, damage and other obligation
and liability payable under the documentation governing any liability.


 


“Officers” means the
President, the Chief Executive Officer, the Chief Operating Officer, Chief Financial Officer, the Treasurer, any Assistant Treasurer,
Controller, Secretary, any Assistant Secretary, any Vice President of such Person or any other senior executive officer of such
Person designated by the Board of Directors of such Person.


 


“Officers’ Certificate”
means a certificate signed on behalf of the Issuer or the Note Guarantor, as applicable, by two Officers of such Person, one of
whom must be the President, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Treasurer, Controller,
a Senior Vice President, General Counsel or Secretary.


 


“Old Notes” means the
8.0% PIK Notes due 2019/2024 of the Issuer.


 




    	 	10	 



     


    

“Opinion of Counsel”
means an opinion from legal counsel. Such counsel may be an employee of or counsel to the Issuer or any Subsidiary.


 


“Outstanding Government Claim”
means a Claim within the meaning of clause (iv) of the definition of Designated Senior Claims that is past due and unpaid.


 


“Pari Passu Lien Intercreditor
Agreement” means that certain Pari Passu Lien Intercreditor Agreement among the Trustee, Collateral Agent, the collateral
agent with respect to the Pari Passu Lien Obligations, and the authorized representative in respect of the Pari Passu Lien Obligations
and acknowledged and agreed to by the Note Guarantor, substantially in the form attached hereto as Exhibit I, entered into on February
14, 2017, as amended, modified, restated, supplemented from time to time.


 


“Pari Passu Lien Obligations”
means Obligations with respect to Indebtedness in connection with the non-tendering Old Notes that are secured by a pari passu
Lien on the assets of the Note Guarantor; provided that in the event the guarantee in connection with the non-tendering Old Notes
terminates, (i) equal priority treatment of such pari passu Lien shall cease, (ii) all possessory Collateral in the possession
of any non-tendering Old Notes secured party shall be promptly turned over to the Collateral Agent, (iii) the Collateral securing
the guarantee of the non-tendering Old Notes by the Note Guarantor shall no longer constitute shared Collateral, and (iv) the non-tendering
Old Notes secured parties shall no longer have any rights or obligations under the Pari Passu Lien Intercreditor Agreement.


 


“Participant” means,
with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream,
respectively (and with respect to DTC, shall include Euroclear and Clearstream).


 


“PBGC” means the Pension
Benefit Guaranty Corporation.


 


“Permitted Liens” means:


 


(1)  
Liens arising by reason of any judgment, decree or order of any court that does not constitute an Event of Default and notices
of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings;


 


(2)  
security for (including deposits to secure) the performance of bids, tenders, trade, supplier or customer contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary
course of business (including any financial assurances under any contract entered into in connection therewith or to support purchases
by a third party from or on behalf of the Issuer, the Note Guarantor, ACP or any other Subsidiary of the Issuer), or letters of
credit or guarantees issued in respect thereof;


 


(3)  
Liens for taxes, assessments or other governmental charges or levies not yet due or that are being contested in good faith
and in compliance with Section 4.05 herein;


 


(4)  
Liens of carriers, warehousemen, mechanics, landlords, materialmen, repairmen or other like Liens arising by operation of
law in the ordinary course of business and


 




    	 	11	 



     


    

Liens on deposits made to obtain the release of such
Liens if (a) the underlying obligations are not overdue for a period of more than thirty (30) days or (b) such Liens are being
contested in good faith and by appropriate proceedings and adequate reserves with respect thereto are maintained on the books of
the Issuer in accordance with GAAP;


 


(5)  
Liens arising by virtue of any contractual, statutory, or common law provision relating to bankers’ liens, rights
of setoff, or similar rights and remedies regarding deposit accounts or other funds maintained with a creditor depository institution;


 


(6)  
easements, rights of way, zoning and similar restrictions, covenants, conditions and restrictions and other encumbrances
or title defects now existing or incurred in the ordinary course of business, consistent with industry practices that do not in
any case materially detract from the value of the property subject thereto (as such property is used by the Note Guarantor) or
interfere with the ordinary conduct of the business of the Note Guarantor; provided that, such Liens do not secure any monetary
obligations;


 


(7)  
pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment
insurance and other types of social security laws or regulations or letters of credit or guarantees issued in respect thereof;


 


(8)  
Liens securing Indebtedness incurred to refinance Indebtedness secured by Liens permitted pursuant to clause (15) below,
provided, (a) such Liens do not extend to any additional property or asset or, if such Liens do extend to additional property or
assets, then under the written agreements pursuant to which the original Lien arose, such additional property or assets could secure
the original Indebtedness (plus improvements and accessions to, such property or assets or proceeds or distributions thereof);
and (b) if the Liens securing the Indebtedness being refinanced were subordinated to or pari passu with the Liens securing
the Notes, such new Liens are subordinated to or pari passu with such Liens to the same extent;


 


(9)  
Liens that secure Acquired Debt; provided that, such Liens do not extend to or cover any property or assets other
than those of the Person being acquired and were not put in place in anticipation of such acquisition;


 


(10)    
defects and irregularities in title to any property, including those matters shown as exceptions to title on the title policies
for such property, that do not in any case materially detract from the value of the property (as such property is used by the Note
Guarantor) or interfere with the ordinary conduct of the business of the Note Guarantor;


 


(11)    
Liens securing the Secured Obligations;


 


(12)    
Senior Priority Liens;


 


(13)    
leases or subleases granted in the ordinary course of business not materially interfering with the conduct of the business
of the Note Guarantor and rights of third parties to property of such parties advanced, leased or loaned, or of consignors to property
consigned to, the Note Guarantor in the ordinary course of business;


 




    	 	12	 



     


    

(14)    
Liens evidenced by precautionary Uniform Commercial Code financing statement filings regarding operating leases entered
into by the Note Guarantor in the ordinary course of business;


 


(15)    
Liens existing on the Issue Date;


 


(16)    
Liens on property existing at the time of acquisition of the property by the Note Guarantor; provided that, such Liens were
not incurred in contemplation of such acquisition or such Liens do not extend to or cover any property or assets other than those
being acquired or developed;


 


(17)    
Liens in favor of custom and revenue authorities arising as a matter of law to secure payment of custom duties in connection
with the importation of goods so long as such Liens attach only to the imported goods and are incurred in the ordinary course of
business;


 


(18)    
Liens or retention of title in favor of vendors of goods or services securing the payment of all or part of the purchase
price or other consideration so long as such Liens attach only to the purchased goods or the goods on which services are performed
or resulting from such services, and are incurred in the ordinary course of business;


 


(19)    
inchoate liens incident to transportation, construction on or maintenance of property; or liens incident to transportation,
construction on or maintenance of property now or hereafter filed of record for which adequate reserves have been set aside (or
deposits made pursuant to applicable law) and which are being contested in good faith by appropriate proceedings and have not proceeded
to judgment, provided that, by reason of nonpayment of the obligations secured by such liens, no such property is subject to a
material impending risk of loss or forfeiture;


 


(20)    
rights reserved to or vested in any Governmental Authority to control or regulate, or obligations or duties to any Governmental
Authority with respect to, any right, power, franchise, grant, license, permit or use of any property or the performance of any
activity;


 


(21)    
covenants, conditions, and restrictions affecting the use of property which in the aggregate do not materially impair the
fair market value or use of the property for the purposes for which it is or may reasonably be expected to be held;


 


(22)    
other non-consensual Liens incurred in the ordinary course of business but not in connection with the incurrence of any
Indebtedness, which do not in the aggregate, when taken together with all other liens, materially impair the fair market value
or use of the property for the purposes for which it is or may reasonably be expected to be held;


 


(23)    
Liens in favor of customers, processors, suppliers or vendors on advances or deposits (including, but not limited to, of
raw materials or inventory) provided by such customers, processors, suppliers or vendors to or on behalf of the Note Guarantor
in the ordinary course of business or pursuant to the ramp-up, operation or wind-down of a


 




    	 	13	 



     


    

business of the Note Guarantor, which liens secure
the repayment of such advances or deposits;


 


(24)    
Liens to secure escrow arrangements incurred in the ordinary course of business;


 


(25)    
Liens on the assets of the Note Guarantor securing Pari Passu Lien Obligations; and


 


(26)    
Liens not otherwise covered by clauses (1) through (25) above that secure Indebtedness or otherwise in an amount not to
exceed $10 million.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof, or any other entity.


 


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A.


 


“Private Placement Legend”
means the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued under this Indenture and except where otherwise
permitted by the provisions of this Indenture.


 


“Regulation S” means
Regulation S promulgated under the Securities Act.


 


“Regulation S Global Note”
means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.


 


“Regulation S Permanent Global
Note” means a permanent Global Note in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.


 


“Regulation S Temporary Global
Note” means a temporary Global Note in the form of Exhibit A-2 hereto and deposited with or on behalf of and registered
in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.


 


“Representative” means
the trustee, agent or representative (if any) for any Designated Senior Claims or Limited Secured Acquisition Debt; provided that
(i) for purposes of holders of Claims contemplated by clause (iv) of the definition of “Designated Senior Claims,”
the Note Guarantor shall act as the Representative of such holders; and (ii) in all other cases, if, and for so long as, such Designated
Senior Claim or Limited Secured Acquisition Debt lacks such a Representative, then the Representative for such Designated Senior
Claim or Limited Secured Acquisition Debt shall at all times constitute the holder or holders of a majority in outstanding principal
amount of obligations under such Designated Senior Claims or Limited Secured Acquisition Debt, as the case may be, or its or their
designee.”


 




    	 	14	 



     


    

“Responsible Officer”
means when used with respect to the Trustee, any officer or authorized signatory within the corporate trust department of the Trustee
or any other officer of the Trustee customarily performing functions similar to those performed by any of the designated officers,
and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because
of his knowledge of and familiarity with the particular subject and, in each case, who shall have direct responsibility for the
administration of this Indenture.


 


“Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global Note”
means a Global Note bearing the Private Placement Legend.


 


“Restricted Period” means
the 40-day distribution compliance period as defined in Regulation S.


 


“Rule 144” means
Rule 144 promulgated under the Securities Act.


 


“Rule 144A” means
Rule 144A promulgated under the Securities Act.


 


“Rule 144A Global Note”
means a Global Note substantially in the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in
an initial denomination equal to the outstanding principal amount of the Notes sold to QIBs.


 


“Rule 903” means Rule
903 promulgated under the Securities Act.


 


“Rule 904” means Rule
904 promulgated under the Securities Act.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Security Agreement”
means that certain Pledge and Security Agreement to encumber the Collateral, in favor of the Collateral Agent, for the ratable
benefit of the Trustee and the Holders of the Notes, substantially in the form attached hereto as Exhibit H, as the same may be
amended in accordance with the terms thereof and this Indenture.


 


“Security Documents”
means, collectively, the Security Agreement and any other agreements, instruments, financing statements or other documents that
evidence, set forth or limit any Lien of the Collateral Agent in any Collateral but excluding the Intercreditor Agreements.


 


“Senior Lien Intercreditor Agreement”
means that certain Lien Subordination and Intercreditor Agreement among the Trustee, Collateral Agent and one or more Representatives
of holders of Finance Debt and acknowledged and agreed to by the issuer of the Finance Debt referred to in Section 4.10(b)(9),
substantially in the form attached hereto as Exhibit K, entered into on or after the Issue Date in accordance with Section 4.10(b)(9)
hereof, as amended, modified, restated, supplemented from time to time.


 




    	 	15	 



     


    

“Senior Priority Liens”
means all Liens that secure the Designated Senior Claims.


 


“Subordinated Liens”
means all Liens securing the Secured Obligations.


 


“subsidiary” means, with
respect to any Person, (i) any corporation, association or other business entity (including a limited liability company) of which
more than fifty percent (50%) of the total voting power of shares of Voting Stock thereof is at the time owned or controlled, directly
or indirectly, by such Person or one or more of the other subsidiaries of that Person or a combination thereof and (ii) any partnership
in which such Person or any of its subsidiaries is a general partner.


 


“Subsidiary” means any
subsidiary of the Issuer.


 


“TIA” means the Trust
Indenture Act of 1939, as amended, as in effect on the Issue Date.


 


“transfer” means, with
respect to any asset, any direct or indirect sale, assignment, transfer, lease, loan, advance, conveyance, or other disposition
(including, without limitation, by way of merger or consolidation).


 


“Trustee” means Delaware
Trust Company, a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, until
a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving
hereunder.


 


“Unrestricted Definitive Note”
means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.


 


“Unrestricted Global Note”
means a permanent Global Note that does not bear the Private Placement Legend and is not required to bear the Private Placement
Legend.


 


“U.S. Government Obligations”
means direct obligations of the United States of America, or any agency or instrumentality thereof, for the payment of which the
full faith and credit of the United States of America is pledged.


 


“U.S. Person” means a
U.S. person as defined in Rule 902(k) under the Securities Act.


 


“Voting Stock” means,
with respect to any Person, (i) one or more classes of the Capital Stock of such Person having general voting power to elect at
least a majority of the Board of Directors, managers or trustees of such Person (regardless of whether at the time Capital Stock
of any other class or classes have or might have voting power by reason of the happening of any contingency) and (ii) any Capital
Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital Stock of
such Person described in clause (i) above.


 


Section
1.02 Other Definitions.


 




    	 	16	 



     


    

 


	Term	Defined in Section
	 	 
	“Additional Notes”	2.14
	 	 
	“Authentication Order”	2.06
	 	 
	“Change of Control Offer”	4.09
	 	 
	“Change of Control Payment”	4.09
	 	 
	“Change of Control Payment Date”	4.09
	 	 
	“Covenant Defeasance”	8.03
	 	 
	“Event of Default”	6.01
	 	 
	“Guarantee”	11.01
	 	 
	“Legal Defeasance”	8.02
	 	 
	“Notes Payment Blockage Notice”	2.17
	 	 
	“Payment Blockage Notice”	11.10
	 	 
	“Paying Agent”	2.03
	 	 
	“Registrar”	2.03
	 	 
	“Secured Obligations”	10.01
	 	 
	“Security Document Order”	10.02
	 	 
	“Tax Issue Price”	10.02
	 	 
	“Tax Reporting Determination”	13.15
	 	 
	“Tax Reporting Determination Notice”	13.15
	 	 
	“Tax Reporting Rules”	13.15


 


Section
1.03 Rules of Construction.


 


Unless the context otherwise requires:


 


(1)  
a term has the meaning assigned to it;


 


(2)  
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(3)  
“or” is not exclusive;


 


(4)  
words in the singular include the plural, and in the plural include the singular;


 




    	 	17	 



     


    

(5)  
provisions apply to successive events and transactions;


 


(6)  
the words “includes” or “including” shall mean “including, but not limited to”;


 


(7)  
“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not
to any particular article, section or other subdivision, and the terms “Article,” “Section,” and “Exhibit,”
unless otherwise specified or indicated by the context in which used, mean the corresponding article or section of, or the corresponding
exhibit to, this Indenture;


 


(8)  
references to agreements and other instruments include subsequent amendments, supplements and waivers to such agreements
or instruments but only to the extent not prohibited by this Indenture; and


 


(9)  
references to “ordinary course of business”, when such term is used in reference to the business of the Note
Guarantor, includes, without limitation, any operational wind down of a business of the Note Guarantor.


 


Article
2

THE NOTES


 


Section
2.01 Form and Dating; Terms.


 


The Notes and the Trustee’s certificate
of authentication shall be substantially in the form of Exhibit A attached hereto, the terms of which are incorporated in and made
a part of this Indenture. The Notes shall mature, and all amounts due and payable hereunder shall be paid, on the Maturity Date.


 


The Notes may have notations, legends or
endorsements required by usage or law, stock exchange rule or agreements to which the Issuer is subject. Each Note shall be dated
the date of its authentication. The Notes shall be issued in denominations of $1.00 and integral multiples of $1.00 in excess thereof.
Each Global Note shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon; provided
that, the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.


 


The terms and provisions contained in the
Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the Note Guarantor and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture
shall govern and be controlling.


 


(a)   
Issuance of Global Notes. The Notes shall be issued in the form of one or more Global Notes (in the form of Exhibit
A hereto, (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests or Increases/Decreases in
the Global Note” attached


 




    	 	18	 



     


    

thereto), which shall be deposited with the Trustee at its Corporate
Trust Office, as custodian for the Depositary and registered in the name of the Depositary or the nominee thereof, duly executed
by the Issuer and authenticated by the Trustee as hereinafter provided, to the extent such Notes at that time are DTC-eligible
securities. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided. The Issuer initially appoints DTC to act as Depositary
with respect to the Global Notes.


 


(b)  
Global Notes in General. Each Global Note shall represent such of the outstanding Securities as shall be specified
therein and each shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon
and that the aggregate amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges, redemptions and conversions.


 


(c)   
Book-Entry Provisions. The Issuer shall execute and the Trustee shall, upon receipt of an Authentication Order and
in accordance with this Section 2.01(c) and Section 2.02 hereof, authenticate and deliver initially one or more Global Notes that
(a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instructions and (c) shall bear the legend set forth in Section 2.06(f)(ii).


 


(d)  
Definitive Notes. Notes not issued as interests in the Global Notes will be issued in definitive form substantially
in the form of Exhibit A-1 attached hereto, and in accordance with the applicable requirements of the Global Notes but without
the Global Note legend thereon and without the “Schedule of Exchanges of Interests or Increases/Decreases in the Global Note”
attached thereto.


 


(e) Temporary Global Notes. Notes
offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which
will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at the Corporate Trust Office,
as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts
of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee
as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of:


 


(i) a written certificate
from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except
to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another
exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global
Note or an Accredited Investor Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof);
and


 


(ii) an Officer’s Certificate
from the Issuer.


 




    	 	19	 



     


    

Following the termination of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note will be exchanged for beneficial interests in the Regulation
S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent
Global Note, the Trustee will cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest
as hereinafter provided.


 


(f) Euroclear and Clearstream Procedures
Applicable.  The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions
Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer
Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note
and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream, and such provisions
shall supersede the provisions of Section 2.06, as applicable, to the extent that they conflict with such provisions, with respect
to such transfers.


 


Section
2.02 Execution and Authentication.


 


At least one Officer of the Issuer shall
sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that
office at the time the Note is authenticated, the Note shall nevertheless be valid.


 


A Note signed by the Issuer in accordance
with this Section 2.02 shall not be valid until authenticated by the manual signature of the Trustee. The signature of the Trustee
shall be conclusive evidence that the Note has been authenticated under this Indenture. The form of Trustee’s certificate
of authentication to be borne by the Notes shall be substantially as set forth in Exhibit A attached hereto.


 


The Trustee shall, upon receipt of an Issuer
Order, requesting authentication pursuant to Section 2.02 hereof (an “Authentication Order”), authenticate for
original issue Notes, including any Additional Notes, in the principal amount specified in the Authentication Order (which the
Issuer agrees shall not exceed $85,000,000 in the aggregate). The Trustee may appoint an authenticating agent reasonably acceptable
to the Issuer to authenticate Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authenticating by the Trustee includes authenticating
by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the
Issuer. The Issuer shall be responsible for making all calculations and determinations with respect to accrued interest payable.
The Issuer shall make all such calculations and determinations in good faith and, absent manifest error, the Issuer’s calculations
shall be final and binding on Holders. Upon written request, the Issuer shall promptly provide a schedule of its calculations to
the Trustee.


 


The Issuer, the Trustee and any agent of
the Issuer or the Trustee shall treat the Person in whose name any Note is registered as the owner of such Note for the purpose
of receiving payment of principal of and (subject to the provisions of this Indenture and the Notes with respect to record dates)
interest on such Note and for all other purposes whatsoever, whether or


 




    	 	20	 



     


    

not such Note is overdue, and neither the Issuer, the Trustee
nor any agent of the Issuer or the Trustee shall be affected by notice to the contrary.


 


Section
2.03 Registrar, Paying Agent and Depositary.


 


The Issuer shall maintain (i) an office
or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and (ii) an
office or agency where Notes may be presented for payment (“Paying Agent”). The Issuer initially appoints the
Trustee as Registrar and Paying Agent for which it is entitled to appropriate compensation. The Registrar shall keep a register
of the Notes and of their transfer and exchange.


 


The Issuer may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying
Agent” includes any additional paying agent. The Issuer shall notify the Trustee in writing of the name and address of each
such agent or registrar. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer shall notify
the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain
another entity as


 


Registrar or Paying Agent, the Trustee shall
act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar, except that for purposes of Article 3
and Article 8 and Section 4.09, neither the Issuer nor any of its Subsidiaries shall act as Paying Agent.


 


The Issuer shall enter into an appropriate
agency agreement with any Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that
relate to such Agent.


 


The Issuer initially appoints DTC to act
as Depositary with respect to the Global Notes. The Trustee shall act as custodian for the Depositary with respect to the Global
Notes.


 


Section
2.04 Paying Agent to Hold Money in Trust.


 


The Issuer shall require each Paying Agent
other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee
all money held by the Paying Agent for the payment of principal, premium, if any, or interest on the Notes and shall notify the
Trustee in writing of any default by the Issuer in making any such payment. While any such default continues, the Paying Agent
shall be required to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money
held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) shall
have no further liability for the money delivered to the Trustee. If the Issuer or a Subsidiary acts as Paying Agent (subject to
Section 2.03 hereof), it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it
as Paying Agent. Upon any bankruptcy or reorganization related to the Issuer, the Trustee shall serve as Paying Agent for the Notes.


 


Section
2.05 Holder Lists.


 


The Trustee shall preserve in as current
a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee
is not the


 




    	 	21	 



     


    

Registrar, the Issuer shall furnish to the Trustee at least
seven (7) Business Days before each interest payment date and at such other times as the Trustee may request in writing a list
in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders, including the
aggregate principal amount of Notes held by each such Holder.


 


Section
2.06 Transfer and Exchange.


 


(a) Transfer and Exchange of Global Notes.
A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if:


 


(i) the Issuer delivers to the Trustee
written notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 120
days after the date of such written notice from the Depositary; or


 


(ii) the Issuer in its sole discretion
determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice
to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Issuer
for Definitive Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act.


 


Upon the occurrence of either of the preceding events in (i)
or (ii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered
in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to Sections 2.06, 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note except for Definitive Notes issued subsequent to any of
the preceding events in (i) or (ii) above and Sections 2.06(c) and 2.06(e) hereof. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof.


 


(b) Transfer and Exchange of Beneficial
Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through
the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required
by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph
(i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(i) Transfer of Beneficial Interests
in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery


 




    	 	22	 



     


    

thereof in the form of a beneficial interest in the
same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however,
that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note
may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an initial purchaser of the Notes or
pursuant to Rule 144A). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be
delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).


 


(ii) All Other Transfers and
Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that
are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A)
(1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing
information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or
an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause
to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions
given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be
registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued
upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of
the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities
Act. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in
this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of
the relevant Global Note(s) pursuant to Section 2.06(g) hereof.


 


(iii) Transfer of Beneficial
Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person
who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with
the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:


 


(A) if the transferee will take
delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (1) thereof;


 


(B) if the transferee will take
delivery in the form of a beneficial interest in the Regulation S Temporary Global Note or the Regulation S


 




    	 	23	 



     


    

Permanent Global Note, then the transferor must deliver
a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and


 


(C) if the transferee will take
delivery in the form of a beneficial interest in the Accredited Investor Global Note, then the transferor must deliver a certificate
in the form of Exhibit D hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable.


 


(iv) Transfer and Exchange of
Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest
in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange
or transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following:


 


(1) if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted
Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof;
or


 


(2) if the holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;


 


and, in each such case set forth in subparagraph (1) or (2)
above, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 


If any such transfer is effected pursuant
to clause (iv) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to
clause (iv) above.


 


Beneficial interests in an Unrestricted
Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest
in a Restricted Global Note.


 


(c) Transfer or Exchange of Beneficial
Interests for Definitive Notes.


 




    	 	24	 



     


    

(i) Beneficial Interests in Restricted
Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:


 


(A) if the holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate
from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;


 


(B) if such beneficial interest
is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;


 


(C) if such beneficial interest
is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to
the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D) if such beneficial interest
is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule
144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;


 


(E) if such beneficial interest
is being transferred to an Accredited Investor in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; or


 


(F) if such beneficial interest
is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (3)(b) thereof;


 


the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee
shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.
Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall
be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee
shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend
and shall be subject to all restrictions on transfer contained therein.


 




    	 	25	 



     


    

(ii) Beneficial Interests in
Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial
interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes
delivery thereof in the form of a Definitive Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the
Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.


 


(iii) Beneficial Interests in
Restricted Global Notes to Unrestricted Definitive Notes. A Holder of a beneficial interest in a Restricted Global Note may
exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who
takes delivery thereof in the form of an Unrestricted Definitive Note only if the Registrar receives the following:


 


(1) if the Holder of such beneficial
interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate
from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or


 


(2) if the Holder of such beneficial
interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof
in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 


and, in each such case set forth in subparagraph (1) or (2)
above, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 


(iv) Beneficial Interests in
Unrestricted Global Notes to Unrestricted Definitive Notes. If any Holder of a beneficial interest in an Unrestricted Global
Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii)
hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(g) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in
the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial
interest pursuant to this Section 2.06(c)(iv) will be registered in such name or names and in such authorized denomination or denominations
as the Holder of such beneficial interest instructs the Registrar through instructions to the Registrar from or through the Depositary
and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such
Notes are so


 




    	 	26	 



     


    

registered. Any Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(iv) will not bear the Private Placement Legend.


 


(d) Transfer and Exchange of Definitive
Notes for Beneficial Interests.


 


(i) Restricted Definitive Notes
to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following
documentation:


 


(A) if the Holder of such Restricted
Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder
in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B) if such Restricted Definitive
Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (1) thereof;


 


(C) if such Restricted Definitive
Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;


 


(D) if such Restricted Definitive
Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with
Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;


 


(E) if such Restricted Definitive
Note is being transferred to an Accredited Investor in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;


 


(F) if such Restricted Definitive
Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto,
including the certifications in item (3)(b) thereof; or


 


(G) if such Restricted Definitive
Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 




    	 	27	 



     


    

the Trustee shall cancel such Restricted Definitive Note, increase
or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global
Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and
in all other cases, the Accredited Investor Global Note.


 


(ii) Restricted Definitive Notes
to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a
beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:


 


(1) if the Holder of such Definitive
Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder
in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or


 


(2) if the Holder of such Definitive
Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted
Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph (1) or
(2) above, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable
to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions
on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 


Upon satisfaction of the conditions of any
of the subparagraphs in this Section 2.06(d)(ii), the Trustee will cancel the Definitive Notes so transferred or exchanged and
increase or cause to be increased the aggregate principal amount of the applicable Unrestricted Global Note.


 


(iii) Unrestricted Definitive
Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note
for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Note to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange
or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate
principal amount of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a
Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii) or (iii) above at a time when an Unrestricted
Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section
2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.


 


(e) Transfer and Exchange of Definitive
Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions
of this Section


 




    	 	28	 



     


    

2.06(e), the Registrar will register the transfer or exchange
of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the
Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section
2.06(e).


 


(i) Restricted Definitive Notes
to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons
who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:


 


(A) if the transfer will be made
pursuant to Rule 144A then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications
in item (1) thereof;


 


(B) if the transfer will be made
pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (2) thereof; and


 


(C) if the transfer will be made
pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate
in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof,
if applicable.


 


(ii) Restricted Definitive Notes
to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note
if the Registrar receives the following:


 


(1) if the Holder of such Restricted
Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form
of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(2) if the Holder of such Restricted
Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this subparagraph (1) or
(2) above, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that
such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.


 




    	 	29	 



     


    

(iii) Unrestricted Definitive
Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar
shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f) Legends. The following legends
will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise
in the applicable provisions of this Indenture.


 


(i) Private Placement Legend.


 


(A) Except as permitted by subparagraph
(B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:


 


“THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT
HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION
DATE”) THAT IS [IN THE CASE OF RULE 144A OR ACCREDITED NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF
THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS AN ACCREDITED
INVESTOR ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,


 




    	 	30	 



     


    

OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF THE ISSUER AND THE TRUSTEE OR REGISTRAR, AS APPLICABLE,
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.”


 


(B) Notwithstanding the foregoing,
any Global Note or Definitive Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii)
to this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.


 


(ii) Global Note Legend. Each Global Note will bear
a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF THE ISSUER.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 




    	 	31	 



     


    

(iii) Regulation S Temporary Global Note Legend.
The Regulation S Temporary Global Note will bear a legend in substantially the following form:


 


“THIS NOTE (OR ITS PREDECESSOR) WAS
ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT
TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS
USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


THE RIGHTS ATTACHING TO THIS REGULATION
S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.”


 


(iv) Original Issue Discount
Legend. Each Note, if issued with original issue discount, will bear a legend in substantially the following form:


 


“THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL
ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST
TO THE ISSUER AT CENTRUS ENERGY CORP., 6901 ROCKLEDGE DRIVE, SUITE 800, BETHESDA, MARYLAND 20817, ATTENTION: CHIEF FINANCIAL OFFICER,
THE ISSUER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND ISSUE DATE
OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) COMPARABLE YIELD AND PROJECTED PAYMENT SCHEDULE OR,
IF APPLICABLE, THE YIELD TO MATURITY OF THE NOTE.”


 


(v) General Legend.
Each Note will bear a legend in substantially the following form:


 


“ANYTHING HEREIN OR IN THE INDENTURE
TO THE CONTRARY NOTWITHSTANDING, THE LIENS AND SECURITY INTERESTS SECURING THE OBLIGATIONS EVIDENCED BY THIS NOTE, ANY OTHER NOTE,
THE INDENTURE OR ANY RELATED SECURITY DOCUMENT, THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS
OF THE HOLDER HEREOF ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS (AS DEFINED IN THE INDENTURE). IN THE EVENT
OF ANY CONFLICT BETWEEN, ON THE ONE HAND, THE TERMS OF THE INTERCREDITOR AGREEMENTS AND, ON THE OTHER HAND, THIS NOTE, THE INDENTURE
OR ANY SECURITY DOCUMENT RELATED THERETO, THE TERMS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL. EACH HOLDER OF THIS
NOTE, BY ITS ACCEPTANCE


 




    	 	32	 



     


    

HEREOF, IRREVOCABLY AGREES TO BE BOUND
BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS.”


 


(g) Cancellation and/or Adjustment of
Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes
or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be
returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation,
if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form
of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global
Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee upon written notice to the
Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee upon
written notice to the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


 


(h) General Provisions Relating to Transfers
and Exchanges.


 


(i) To permit registrations of transfers
and exchanges, the Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication
Order in accordance with Section 2.02 or at the Registrar’s request.


 


(ii) No service charge will be made
to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other
than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06,
4.09 and 9.05 hereof).


 


(iii) The Registrar will not be
required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion
of any Note being redeemed in part.


 


(iv) All Global Notes and Definitive
Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of
the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive
Notes surrendered upon such registration of transfer or exchange.


 


(v) Neither the Registrar nor the
Issuer will be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening
of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of
business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part or (C) to register


 




    	 	33	 



     


    

the transfer of or to exchange a Note between a record
date and the next succeeding interest payment date.


 


(vi) Prior to due presentment for
the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any
Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such
Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.


 


(vii) The Trustee will authenticate
Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.


 


(viii) All certifications, certificates
and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer
or exchange may be submitted by facsimile.


 


(ix) The Trustee shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.


 


Section
2.07 Replacement Notes.


 


If any mutilated Note is surrendered to
the Trustee, or the Issuer and the Trustee each receive evidence to their satisfaction of the destruction, loss or theft of any
Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if
the Trustee’s requirements for replacements of Notes are met. If required by the Trustee or the Issuer, an indemnity bond
must be supplied by the Holder that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Issuer
to protect the Issuer, the Trustee, any Agent or any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Issuer or the Trustee may charge for their expenses in replacing a Note.


 


Every replacement Note is an obligation
of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.


 


Section
2.08 Outstanding Notes.


 


The Notes outstanding at any time are all
the Notes authenticated by the Trustee except for those cancelled by it, those delivered to it for cancellation, those reductions
in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding.


 


If a Note is replaced pursuant to Section
2.07 hereof, the replaced Note ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced
Note is held by a protected purchaser.


 




    	 	34	 



     


    

If the principal amount of any Note is considered
paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. Subject to Section 2.09 hereof,
a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; provided, however, Notes
held by the Trustee shall not be deemed to be outstanding for purposes of Section 3.07 hereof.


 


If the Paying Agent (other than the Issuer,
a Subsidiary or an Affiliate of any thereof) holds, in its capacity as Paying Agent, on a redemption date or Maturity Date, money
sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding
and shall cease to accrue interest.


 


Section
2.09 Treasury Notes.


 


In determining whether the Holders of the
required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or any Affiliate
of the Issuer shall be considered as though not outstanding, except that for purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually
knows to be so owned shall be considered as not outstanding.


 


Section
2.10 Temporary Notes.


 


Pending the preparation of Definitive Notes,
the Issuer (and the Note Guarantor) may execute, and upon receipt of an Authentication Order the Trustee shall, within a reasonable
time period, authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise reproduced,
in any authorized denomination, substantially of the tenor of the Definitive Notes in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the Officers executing such Notes may determine, as conclusively
evidenced by their execution of such Notes.


 


If temporary Notes are issued, the Issuer
(and the Note Guarantor) shall cause Definitive Notes to be prepared without unreasonable delay. The Definitive Notes shall be
printed, lithographed or engraved, or provided by any combination thereof, or in any other manner permitted by the rules and regulations
of any principal national securities exchange, if any, on which the Notes are listed, all as determined by the Officers executing
such Definitive Notes. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02
hereof, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer (and the Note
Guarantor) shall execute, and the Trustee shall authenticate and deliver, within a reasonable time period, in exchange therefor
the same aggregate principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as Definitive Notes.


 


Section
2.11 Cancellation.


 


The Issuer at any time may deliver Notes
to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for
registration of


 




    	 	35	 



     


    

transfer, redemption, exchange or payment. The Trustee and no
one else shall cancel all Notes surrendered for registration of transfer, redemption, exchange, payment, replacement or cancellation
and shall destroy cancelled Notes (subject to the record retention requirement of the Exchange Act and the Trustee). Certification
of confirmation of the cancellation of all cancelled Notes shall be delivered to the Issuer upon its written request therefor.
The Issuer may not issue new Notes to replace Notes that have been redeemed or paid or that have been delivered to the Trustee
for cancellation. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in its customary manner.


 


Section
2.12 Defaulted Interest.


 


If the Issuer defaults in a payment of interest
on the Notes, the Issuer shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on
the defaulted interest, to the Persons who are Holders on a subsequent special record date, which date shall be at the earliest
practicable date but in all events at least five (5) Business Days prior to the payment date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Issuer shall fix or cause to be fixed each such special record date and payment date.
At least fifteen (15) days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee,
in the name of and at the expense of the Issuer) shall mail to the Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.


 


Section
2.13 Deposit of Moneys.


 


Subject to Section 3.05 hereof, prior to
11:00 a.m. (New York City time) on each date on which the principal of, premium, if any, and interest on the Notes are due, the
Issuer shall deposit with the Trustee or Paying Agent in immediately available funds, money sufficient to make cash payments, if
any, due on such date in a timely manner that permits the Trustee or the Paying Agent to remit payment to the Holders on such date.


 


Section
2.14 Further Issues.


 


(a)   
The Notes may be issued in one or more series. All Notes of any one series shall be substantially identical except as to
denomination.


 


(b)  
The Issuer may issue additional Notes under this Indenture from time to time after the Issue Date (“Additional
Notes”). Any Additional Notes will be identical in all respects to the Initial Notes (other than any one or more of their
issue date, issue price, first interest payment date and amount of first interest payment); provided that no Additional Notes will
utilize the same CUSIP/ISIN number as Notes already issued unless such Additional Notes are fungible with such Notes for U.S. federal
income tax purposes. The Notes may be issued in one or more series under this Indenture. Any issuance of Additional Notes is subject
to the other provisions of this Indenture. Except with respect to right of payment and optional redemption, and as otherwise provided
for in this Indenture, the Notes issued on the Issue Date and, if issued, any Additional Notes will be treated as a single class
for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase,
except as otherwise provided in this Indenture.


 




    	 	36	 



     


    

(c)   
Whenever it is proposed to create and issue any Additional Notes, the Issuer shall give to the Paying Agent not less than
three days’ notice in writing of its intention so to do stating the amount of Additional Notes proposed to be created and
issued.


 


Section
2.15 CUSIP/ISIN Numbers.


 


The Issuer may use “CUSIP” or
“ISIN” numbers, as applicable (if then generally in use), and, if so, the Trustee shall use “CUSIP” or
“ISIN” numbers, as applicable, in notices of redemption as a convenience to Holders; provided that, any such
notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained
in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee
in writing of any change in the “CUSIP” or “ISIN” numbers, as applicable.


 


Section
2.16 Agreement to Subordinate the Notes.


 


The Issuer agrees, and each Holder by accepting
a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner
provided in this Article 2, to the prior payment in full of all Issuer Senior Debt (whether outstanding on the date hereof or hereafter
created, incurred, assumed or guaranteed), and that the subordination is for the benefit of and enforceable by holders of Issuer
Senior Debt. The Indebtedness evidenced by the Notes shall in all respects rank pari passu in right of payment with all
existing and future unsubordinated Indebtedness of the Issuer (other than Issuer Senior Debt), including, without limitation, the
Pari Passu Obligations, and will be senior in right of payment to all existing and future subordinated Indebtedness of the Issuer;
and only Indebtedness that is Issuer Senior Debt shall rank senior to the Indebtedness evidenced by the Notes in accordance with
the provisions set forth herein. All provisions of this Article 2 shall be subject to Section 2.26 hereof.


 


Section
2.17 Liquidation, Dissolution, Bankruptcy.


 


Upon any payment or distribution of the
assets of the Issuer to creditors upon a total or partial liquidation or a total or partial dissolution of the Issuer or in a bankruptcy,
reorganization, insolvency, receivership of or similar proceeding relating to the Issuer or its property, in an assignment for
the benefit of creditors or in any marshaling of the Issuer’s assets and liabilities:


 


(1)  
holders of Issuer Senior Debt shall be entitled to receive payment in full in cash of such Issuer Senior Debt (including
interest accruing after, or which would accrue but for, the commencement of any such proceeding at the rate specified in the applicable
Issuer Senior Debt, whether or not a claim for such interest would be allowed) before the Holders of Notes shall be entitled to
receive any payment with respect to the Notes; and


 


(2)  
until all Obligations with respect to the Issuer Senior Debt (as provided in clause (1) above) are paid in full in cash,
any payment or distribution to which Holders of Notes would be entitled but for this Article 2 shall be made to holders of Issuer
Senior Debt as their interests may appear.


 




    	 	37	 



     


    

 


Section
2.18 Default on Issuer Senior Debt.


 


(a)   
The Issuer may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with respect
to the Notes and may not acquire from the Trustee or any Holder any Notes for cash or property until all principal and other Obligations
with respect to the Issuer Senior Debt have been paid in full if:


 


(1)  
a payment default on Issuer Senior Debt occurs and is continuing; or


 


(2)  
any other default occurs and is continuing on any Issuer Senior Debt that permits the holders of such Issuer Senior Debt
to accelerate its maturity, or otherwise demand its payment, and the Trustee receives a notice of such default (a “Notes
Payment Blockage Notice”) from the Issuer or the holders of such Issuer Senior Debt.


 


(b)  
The Issuer may and will resume payments or any distributions in respect of the Notes and may acquire them upon the earlier
of:


 


(1)  
in the case of a payment default with respect to any Issuer Senior Debt, the date upon which such default is cured or waived,
and


 


(2)  
in the case of a nonpayment default with respect to any Issuer Senior Debt, upon the earlier of the date on which such nonpayment
default is cured or waived or 179 days after the date on which the applicable Notes Payment Blockage Notice is received, unless
in the case of this clause (2), the maturity of any Issuer Senior Debt has been accelerated or demand for payment of such Issuer
Senior Debt made, and such acceleration or demand for payment has not been waived or cancelled, if this Article 2 otherwise permits
such payment, distribution or acquisition at the time of such payment, distribution or acquisition.


 


Section
2.19 Demand for Payment.


 


If payment of the Notes is accelerated because
of an Event of Default, the Issuer or the Trustee will promptly notify holders of the Issuer Senior Debt, of the acceleration;
provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 2. If any Issuer
Senior Debt is outstanding, the Issuer may not make a payment of the Notes until ten (10) Business Days after holders of such Issuer
Senior Debt receive notice of such acceleration and, thereafter, may make a payment of any Obligations with respect to the Notes
only if this Indenture and federal law otherwise permits payment at that time.


 


Section
2.20 When Distribution Must Be Paid Over.


 


In the event that the Trustee or any Holder
of the Notes receives any payment of, or any distributions with respect to, any Obligations with respect to the Notes at a time
when the payment is prohibited by Section 2.18 hereof and the Trustee or the Holder, as applicable, has actual knowledge that the
payment is prohibited by Section 2.18 hereof, such payment will be held by the Trustee or such Holder, in trust for the benefit
of, and will be paid forthwith over and delivered upon written request to, holders of Issuer Senior Debt as their interests may
appear under the agreement, indenture or other document (if any) pursuant to which any Issuer Senior


 




    	 	38	 



     


    

Debt may have been issued or incurred, for application to the
payment of all Obligations with respect to Issuer Senior Debt remaining unpaid to the extent necessary to pay such Obligations
in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of
Issuer Senior Debt.


 


Section
2.21 Subrogation.


 


After all Issuer Senior Debt has been Discharged
and until the Notes are paid in full, Holders of Notes will be subrogated to the rights of the holders of Issuer Senior Debt to
receive distributions applicable to such Issuer Senior Debt to the extent that distributions otherwise payable to the Holders of
Notes have been applied to the payment of such Issuer Senior Debt. A distribution made under this Article 2 to the holders of Issuer
Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Issuer and Holders, a payment by the
Issuer on the Notes.


 


Section
2.22 Relative Rights.


 


This Article 2 defines the relative rights
of Holders of Notes and holders of Issuer Senior Debt. Nothing in this Indenture will:


 


(1)  
impair, as between the Issuer and Holders of Notes, the obligation of the Issuer, which is absolute and unconditional, to
pay principal of, premium on, if any, and interest, if any, on, the Notes in accordance with their terms;


 


(2)  
affect the relative rights of Holders of Notes and creditors of the Issuer other than their rights in relation to holders
of Issuer Senior Debt; or


 


(3)  
prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject
to the rights of holders of Issuer Senior Debt to receive distributions and payments otherwise payable to Holders of Notes and
such other rights of holders of Issuer Senior Debt as set forth herein.


 


Section
2.23 Subordination May Not Be Impaired by the Issuer.


 


No right of the holders of Issuer Senior
Debt to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or failure to act by the
Issuer or any Holder or by the failure of the Issuer or any Holder to comply with this Indenture.


 


Section
2.24 Rights of Trustee and Paying Agent.


 


(a)   
Notwithstanding the provisions of this Article 2 or any other provision of this Indenture, the Trustee will not be charged
with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and
the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust
Office at least three (3) Business Days prior to the date of such payment written notice of facts that would cause the payment
of any Obligations with respect to the Notes to violate this Article 2. Only the Issuer or holders of Issuer Senior Debt may give
the notice.


 




    	 	39	 



     


    

Nothing in this Article 2 will impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.07 hereof.


 


(b)  
The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant
in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof,
with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner
or other Person (other than DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or
delivery of any Notes (or other security or property) under or with respect to such Notes.


 


All notices and communications to be given
to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to the registered Holders
(which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised
only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying
upon information furnished by DTC with respect to its members, participants and any beneficial owners.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under
applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants,
members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof.


 


Section
2.25 Article 2 Not to Prevent Events of Default or Limit Right to Demand Payment.


 


The failure of the Issuer to make a payment
on the Notes by reason of any provision in this Article 2 shall not be construed as preventing the occurrence of a Default by the
Issuer. Nothing in this Article 2 shall have any effect on the right of the Holders or the Trustee to make a demand for payment
on the Notes pursuant to this Article 2.


 


Section
2.26 Trust Moneys Not Subordinated.


 


Notwithstanding anything contained herein
to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal
of and interest on the Notes pursuant to Article 8 or Article 12 hereof shall not be subordinated to the prior payment of any Issuer
Senior Debt or subject to the restrictions set forth in this Article 2, and none of the Holders shall be obligated to pay over
any such amount to the Issuer or holders of Issuer Senior Debt or any other creditor of the Issuer, provided that, the subordination
provisions of this Article 2 were not violated at the time the applicable amounts were deposited in trust pursuant to Article 8
or Article 12 hereof, as the case may be.


 




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Section 2.27 Trustee Entitled to
Rely.


 


Upon any payment or distribution of assets
of the Issuer referred to in this Article 2, the Trustee and the Holders of Notes will be entitled to rely upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 2.27 hereof are pending or upon
any certificate of such representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee
or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such payment or distribution,
the holders of Issuer Senior Debt, and other Indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article 2. In the event that the Trustee determines,
in good faith, that evidence is required with respect to the right of the holders of Issuer Senior Debt to participate in any payment
or distribution pursuant to this Article 2, the Trustee shall be entitled to request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Issuer Senior Debt held by such Person, the extent to which such Person is
entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article
2 and, if such evidence is not furnished, the Trustee shall be entitled to defer any payment to such Person pending judicial determination
as to the right of such Person to receive such payment. The provisions of Section 7.01 and Section 7.02 hereof shall be applicable
to all actions or omissions of actions by the Trustee pursuant to this Article 2.


 


Section
2.28 Trustee to Effectuate Subordination.


 


Each Holder of Notes, by the Holder’s
acceptance thereof, authorizes and expressly directs the Trustee on such Holder’s behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in this Article 2, and appoints the Trustee to act as such Holder’s
attorney-in-fact for any and all such purposes.


 


Section
2.29 Trustee Not Fiduciary for Holders of Issuer Senior Debt.


 


The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Issuer Senior Debt and shall not be liable to any such holder if it shall mistakenly pay over
or distribute to or on behalf of Holders or any other Person, money or assets to which holders of Issuer Senior Debt shall be entitled
by virtue of this Article 2 or otherwise, except if such payment is made as a result of the willful misconduct or gross negligence
of the Trustee.


 


Section
2.30 Reliance by Holders of Senior Debt on Subordinated Provisions.


 


Each Holder, by accepting a Note, acknowledges
and agrees that the provisions of Section 2.16 through Section 2.31 hereof are, and are intended to be, an inducement and a consideration
to holders of Issuer Senior Debt, whether such Issuer Senior Debt was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Issuer Senior Debt and holders of such Issuer Senior Debt shall be
deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold,
such Issuer Senior Debt. If requested by a holder of Issuer Senior Debt, or a representative of such a holder, the Trustee shall
execute the Note Subordination Agreement.


 




    	 	41	 



     


    

Without in any way limiting the generality
of the foregoing paragraph, holders of Issuer Senior Debt may, at any time and from time to time, without the consent of or notice
to the Trustee or the Holders, without incurring liability to the Trustee or the Holders and without impairing or releasing the
subordination provided in this Article 2 or the obligations hereunder of the Holders to holders of Issuer Senior Debt, do any one
or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter,
any Issuer Senior Debt, or otherwise amend or supplement in any manner any Issuer Senior Debt, or any instrument evidencing the
same or any agreement under which any Issuer Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing any Issuer Senior Debt; (iii) release any Person liable in any manner for the
payment or collection of any Issuer Senior Debt; and (iv) exercise or refrain from exercising any rights against the Issuer and
any other Person.


 


Section
2.31 Amendments.


 


The provisions of Section 2.16 through Section
2.31 hereof may not be amended or modified without the written consent of holders of Issuer Senior Debt.


 


Article
3

REDEMPTION


 


Section
3.01 Notices to Trustee.


 


If the Issuer elects to redeem Notes pursuant
to Section 3.07 hereof, the Issuer shall furnish to the Trustee, at least thirty (30) days but not more than sixty (60) days before
a redemption date, an Officers’ Certificate setting forth (i) that the redemption shall occur pursuant to Section 3.07 hereof,
(ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) that the redemption price shall equal one
hundred percent (100%) of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, up to,
but not including, the redemption date.


 


Section
3.02 Selection of Notes to be Redeemed.


 


If less than all of the Notes are to be
redeemed pursuant to Section 3.07 hereof, the Trustee shall select the Notes to be redeemed in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are listed (and such listing is known to the Trustee),
or, if the Notes are not so listed, on a pro rata basis or by such other method that most nearly approximates a pro rata selection
to the extent practicable, in each case with respect to any Global Notes and the procedures of the Depositary.


 


The Trustee shall promptly notify the Issuer
in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount
thereof to be redeemed. Notes and portions of Notes selected shall be in denominations of $1.00 and integral multiples of $1.00
in excess thereof. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called
for redemption.


 




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Section
3.03 Notice of Redemption.


 


At least thirty (30) days but not more than
sixty (60) days before a redemption date, the Issuer shall mail a notice of redemption by first class mail (and, to the extent
permitted by applicable procedures or regulations, electronically) to the Trustee and each Holder whose Notes are to be redeemed
at such Holder’s registered address.


 


The notice shall identify the Notes to be
redeemed and shall state:


 


(1)  
the redemption date;


 


(2)  
the redemption price;


 


(3)  
if any Note is being redeemed in part only, the portion of the principal amount of such Note to be redeemed and that, after
the redemption date, upon cancellation of the original Note, a new Note or Notes in principal amount equal to the unredeemed portion
shall be issued;


 


(4)  
the name and address of the Paying Agent;


 


(5)  
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(6)  
that, unless the Issuer defaults in making such redemption payment, interest on Notes or portions of Notes called for redemption
ceases to accrue on and after the redemption date;


 


(7)  
the paragraph of the Notes and/or the section of this Indenture pursuant to which the Notes called for redemption are being
redeemed; and


 


(8)  
that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice
or printed on the Notes.


 


At the Issuer’s written request, the
Trustee shall give the notice of redemption in the name of the Issuer and at the Issuer’s expense; provided that the Issuer
shall deliver to the Trustee, at least fifteen (15) days (unless a shorter period is acceptable to the Trustee) prior to the date
such notice is to be given, an Officers’ Certificate requesting that the Trustee give such notice and a copy of the notice
to be provided to the Holders. The notice mailed or distributed electronically in the manner herein provided shall be conclusively
presumed to have been duly given whether or not a Holder receives such notice. In any case, failure to give such notice by mail
or electronic distribution or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding
for the redemption of any other Note.


 


Notwithstanding the foregoing, notice of
redemption may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of
the Notes pursuant to Article 8 hereof or a satisfaction and discharge of this Indenture pursuant to Article 12 hereof.


 




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Section 3.04
Effect of Notice of Redemption.


 


Once notice of redemption has been mailed
or distributed electronically to the Holders in accordance with Section 3.03 hereof, Notes called for redemption become due and
payable on the redemption date at the redemption price. At any time prior to the mailing of a notice of redemption to the Holders
pursuant to Section 3.03 hereof, the Issuer may withdraw, revoke or rescind any notice of redemption delivered to the Trustee without
any continuing obligation to redeem the Notes as contemplated by such notice of redemption.


 


Section
3.05 Deposit of Redemption Price.


 


At or before 11:00 a.m. (New York City time)
on the redemption date, the Issuer shall deposit with the Trustee (to the extent not already held by the Trustee) or with the Paying
Agent money in immediately available funds sufficient to pay the redemption price of and accrued and unpaid interest on all Notes
to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee
or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest
on, all Notes to be redeemed.


 


Interest on the Notes to be redeemed shall
cease to accrue on the applicable redemption date, whether or not such Notes are presented for payment, if the Issuer makes or
deposits the redemption payment in accordance with this Section 3.05. If a Note is redeemed on or after an interest record date
but on or prior to the related interest payment date, then any accrued and unpaid interest should be paid to the Person in whose
name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be paid
upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid
on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid
on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.


 


Section
3.06 Notes Redeemed in Part.


 


Upon surrender of a Note that is redeemed
in part, the Issuer shall issue, and the Trustee, upon receipt of an Authentication Order, shall authenticate for the Holder at
the expense of the Issuer, a new Note equal in principal amount to the unredeemed portion of the Note surrendered; provided that,
each new Note will be in a principal amount of $1.00 or an integral multiple of $1.00 in excess thereof.


 


Section
3.07 Optional Redemption.


 


The Notes shall be subject to redemption
at the option of the Issuer, in whole or in part, at any time, at a price equal to one hundred percent (100%) of the principal
amount of the Notes to be redeemed, plus any accrued and unpaid interest, if any, up to, but not including, the redemption date
(subject to the rights of Holders of Notes on the relevant interest record date to receive interest on the relevant interest payment
date).


 




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Section 3.08
No Mandatory Redemption.


 


The Issuer shall not be required to make
mandatory redemption payments with respect to the Notes. The Notes shall not have the benefit of any sinking fund.


 


Article
4

COVENANTS


 


Section
4.01 Payment of Notes.


 


The Issuer shall pay or cause to be paid
the principal and premium, if any, of and interest on the Notes on the dates and in the manner provided in the Notes. Principal,
premium, if any, and interest shall be considered paid on the date due if the Paying Agent, other than the Issuer or a Subsidiary,
holds as of 11:00 a.m. Eastern Time on such date money deposited by the Issuer in immediately available funds and designated
for and sufficient to pay all principal, premium, if any, and interest then due.


 


Such Paying Agent shall return to the Issuer,
no later than three (3) Business Days following the date of payment, any money that exceeds such amount of principal, premium,
if any, and interest then due and payable on the Notes.


 


To the extent lawful, the Issuer shall pay
interest (including post-petition interest in any proceeding under any Bankruptcy Code) on overdue principal in cash at the rate
equal to two percent (2%) per annum in excess of the then applicable interest rate on the Notes; the Issuer shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Code) on overdue installments of interest (without regard
to any applicable grace period) at the same rate to the extent lawful and in the same method of payment as the previous interest
period.


 


Section
4.02 Maintenance of Office or Agency.


 


The Issuer shall maintain an office or agency
(which may be an office of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer
or exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer
shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at
any time the Issuer shall fail to maintain any such required office or agency, or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.


 


The Issuer may also from time to time designate
one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from
time to time rescind such designations; provided that, no such designation or rescission shall in any manner relieve the Issuer
of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee
of any such designation or rescission and of any change in the location of any such other office or agency.


 




    	 	45	 



     


    

The Issuer hereby designates the Corporate
Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof (and not as an agent
or office for the service of legal process).


 


Section
4.03 Reports.


 


        (a)
Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or
otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and
regulations promulgated by the Commission, the Issuer shall file with the Commission (and provide the Trustee and holders with
copies thereof, without cost to each holder, and to the Trustee, within fifteen (15) days after it files them with the Commission),


 


(1) within the time period specified
in the Commission’s rules and regulations, annual reports on Form 10-K (or any successor or comparable form) containing the
information required to be contained therein (or required in such successor or comparable form),


 


(2) within the time period specified
in the Commission’s rules and regulations, reports on Form 10-Q (or any successor or comparable form) containing the information
required to be contained therein (or required in such successor or comparable form),


 


(3) promptly from time to time
after the occurrence of an event required to be therein reported (and in any event within the time period specified in the Commission’s
rules and regulations), such other reports on Form 8-K (or any successor or comparable form), and


 


(4) any other information, documents
and other reports which the Issuer would be required to file with the Commission if it were subject to Section 13 or 15(d) of the
Exchange Act;


 


provided, however, that the Issuer shall not be so obligated
to file such reports with the Commission if the Commission does not permit such filing, in which event the Issuer will make available
such information to each prospective purchaser, market maker or securities analyst that provides its email address to the Issuer
and certifies that it is a prospective purchaser, market maker (or intends to be a market maker) or securities analyst, as the
case may be, of the Notes in addition to providing such information in writing to the Trustee and the Holders, in each case within
fifteen (15) days after the time the Issuer would be required to file such information with the Commission if it were subject to
Section 13 or 15(d) of the Exchange Act.


 


(b) In addition, the Issuer will make such
information available to prospective investors, market makers and securities analysts that request such information by providing
their email address to the Issuer and certifying that they are a prospective purchaser, market maker (or intend to be a market
maker) or securities analyst, as the case may be. In addition, the Issuer has agreed that, for so long as any Notes remain outstanding
during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the Commission
with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to prospective
investors, market makers and securities analysts upon


 




    	 	46	 



     


    

their request, the information required to be delivered pursuant
to Rule 144A(d)(4) of the Securities Act.


 


Notwithstanding the foregoing, the Issuer
will be deemed to have furnished such reports referred to above to the Trustee and the Holders if the Issuer has filed such reports
with the Commission via the EDGAR filing system and such reports are publicly available. In addition, the requirements of this
Section 4.03 shall be deemed satisfied by the posting of reports that would be required to be provided to the Trustee and the Holders
on the Issuer’s public website.


 


(c) Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 


Section
4.04 Compliance Certificate.


 


(a)   
The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate
(provided that, one of the signatories to such Officers’ Certificate shall be the principal executive officer, principal
financial officer or principal accounting officer of the Issuer) stating that, as to each such Officer signing such certificate,
to the best of his or her knowledge, the Issuer and the Note Guarantor are not in default in the performance or observance of any
of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults
or Events of Default of which he or she may have knowledge and what action the Issuer or the Note Guarantor, as applicable, is
taking or proposes to take with respect thereto).


 


(b)  
So long as any of the Notes are outstanding, the Issuer shall deliver to the Trustee forthwith upon any Officer becoming
aware of (i) any Default or Event of Default or (ii) any event of default under any mortgage, indenture or instrument referred
to in Section 6.01(e) hereof, an Officers’ Certificate specifying such Default, Event of Default or other event of default
and what action the Issuer is taking or proposes to take with respect thereto.


 


Section
4.05 Taxes.


 


The Issuer shall, and shall cause its Subsidiaries
to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments
and governmental charges or levies and (2) all lawful claims for labor, materials and supplies, which, if unpaid, might by law
become a lien upon the property of the Issuer or any Subsidiary; provided, however, that the Issuer shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge, levy or claim (a) whose amount, applicability
or validity is being contested in good faith by appropriate proceedings and for which reserves have been established in accordance
with GAAP or (b) where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.


 




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Section 4.06
Stay, Extension and Usury Laws.


 


The Issuer (and the Note Guarantor) covenants
(to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension, usury or other law, wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and the Issuer and the Note Guarantor (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it shall not, by
resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee but shall suffer and permit
the execution of every such power as though no such law has been enacted.


 


Section
4.07 Existence.


 


Subject to Article 5, the Issuer shall do
or cause to be done all things necessary to preserve and keep in full force and effect (i) its company existence, and the corporate,
limited liability company, partnership or other existence of the Note Guarantor, in accordance with their respective organizational
documents (as the same may be amended from time to time), and (ii) its (and the Note Guarantor’s) rights (charter and statutory),
licenses and franchises; provided that the Issuer shall not be required to preserve any such right, license or franchise, (A) if
the Board of Directors of the Issuer on behalf of the Issuer shall determine in good faith that the preservation thereof is no
longer desirable in the conduct of the business of the Issuer and the Note Guarantor taken as a whole and that the loss thereof
is not adverse in any material respect to the Holders and (B) in connection with or related to decommissioning, decontamination
or disposition of facilities, property or assets the Issuer or the Guarantor determines is no longer needed for the conduct of
the business of the Issuer or the Guarantor including, without limitation, the American Centrifuge demonstration facility.


 


Section
4.08 Limitation on Liens.


 


The Note Guarantor shall not, directly or
indirectly, create, incur, assume or suffer to exist any Lien on any asset (including, without limitation, all real, tangible or
intangible property) of the Note Guarantor, whether now owned or hereafter acquired, or on any income or profits therefrom, or
assign or convey any right to receive income therefrom, except Permitted Liens.


 


Section
4.09 Repurchase Upon Change of Control.


 


Upon the occurrence of a Change of Control,
the Issuer shall offer to repurchase all of the Notes then outstanding (the “Change of Control Offer”) at a
purchase price equal to one hundred one percent (101%) of the aggregate principal amount thereof, plus accrued and unpaid interest
thereon to the date of repurchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due
on the relevant interest payment date (the “Change of Control Payment”), provided, however, that
notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to repurchase any Notes pursuant to this
Section 4.09 in the event that the Issuer has previously or concurrently exercised its right to redeem such Notes in accordance
with Section 3.07 of this Indenture.


 




    	 	48	 



     


    

To the extent that the provisions of any
securities laws or regulations conflict with the provisions of this Section 4.09, the Issuer shall comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations under this Section 4.09 by virtue thereof.


 


Within thirty (30) days following any Change
of Control, the Issuer shall commence the Change of Control Offer by mailing by first class, postage prepaid, with return receipt
or electronically to the Trustee and each Holder a notice, which shall govern the terms of the Change of Control Offer, and shall
state that:


 


(a)   
the Change of Control Offer is being made pursuant to this Section 4.09 and that all Notes tendered will be accepted for
payment,


 


(b)  
the purchase price and the purchase date, which shall be a Business Day no earlier than thirty (30) days nor later than
(forty-five) 45 days from the date such notice is mailed (the “Change of Control Payment Date”),


 


(c)   
that any Note not tendered for payment pursuant to the Change of Control Offer shall continue to accrue interest,


 


(d)  
that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer shall cease to accrue interest on the Change of Control Payment Date,


 


(e)   
that any Holder electing to have Notes purchased pursuant to a Change of Control Offer shall be required to surrender such
Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer
by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date,


 


(f)   
that any Holder shall be entitled to withdraw such election if the Paying Agent receives, not later than the close of business
on the second Business Day preceding the Change of Control Payment Date, a telegram, facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Notes such Holder delivered for purchase and a statement that such Holder is withdrawing
his election to have such Notes purchased,


 


(g)  
that a Holder whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal to $1.00 and any integral multiple of $1.00 in excess
thereof,


 


(h)  
the instructions that Holders must follow in order to tender their Notes, and


 


(i)    
the circumstances and relevant facts regarding such Change of Control.


 


On the Change of Control Payment Date, the
Issuer shall, to the extent lawful, (i) accept for payment the Notes or portions thereof tendered pursuant to the Change of Control
Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions
thereof so tendered and not withdrawn, and (iii) deliver or cause to be


 




    	 	49	 



     


    

delivered to the Trustee the Notes so accepted, together with
an Officers’ Certificate stating that the Notes or portions thereof tendered to the Issuer are accepted for payment. The
Paying Agent shall promptly deliver to each Holder of Notes so accepted payment in an amount equal to the purchase price for such
Notes, and the Trustee shall authenticate upon receipt of an Authentication Order and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided
that, each such new Note will be in the principal amount of $1.00 and any integral multiple of $1.00 in excess thereof.


 


The Issuer shall announce to the Holders
the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. For the purposes
of this Section 4.09, the Trustee shall act as the Paying Agent.


 


The Issuer shall not be required to make
a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth in this Section 4.09 and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer.


 


Notwithstanding anything to the contrary
contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of
such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer
is made.


 


Section
4.10 Limitation on Transfers of Collateral.


 


(a)   
The Note Guarantor shall not, and the Issuer shall not cause the Note Guarantor to, transfer any Collateral, unless the
Liens on such transferred Collateral securing the Secured Obligations shall remain valid and perfected Liens securing such Secured
Obligations, subject only to Permitted Liens, and junior in priority only to any Senior Priority Liens.


 


(b)  
The limitations in Section 4.10(a) hereof shall not apply to:


 


(1)  
the transfer of inventory and other assets in the ordinary course of business of the Note Guarantor;


 


(2)  
the transfer of damaged, worn out, scrap, surplus or other obsolete property in the ordinary course of business, in each
case so long as such property is no longer necessary for the proper conduct of the business of the Note Guarantor;


 


(3)  
sales, grants or other transfer of non-exclusive licenses to use the patents, trade secrets, know-how and other intellectual
property (to the extent such items constitute Collateral) of the Note Guarantor to the extent that such licenses are granted in
the ordinary course of business, do not prohibit the Note Guarantor from using the intellectual property licensed and do not require
the Note Guarantor to pay any fees for any such use;


 




    	 	50	 



     


    

(4) a transfer pursuant to any
foreclosure of assets or other remedy provided by contract or applicable law by a creditor of the Note Guarantor with a Senior
Priority Lien on such assets;


 


(5) the lease, sublease or other
transfer of any real or personal property (i) in support of the operations or development of the American Centrifuge Project or
development of another next generation enrichment technology or (ii) in the ordinary course of business of the Note Guarantor;


 


(6) any transfer constituting
a taking, condemnation or other eminent domain proceeding;


 


(7) the granting of Liens not prohibited
by the provisions of Section 4.08 hereof;


 


(8) the exchange, loan, advance
or other transfer of assets with, to or from the U.S. Department of Energy, customers and suppliers in the ordinary course of business
of the Note Guarantor or in support of the operations or development of the American Centrifuge Project or another next generation
enrichment technology;


 


(9) (A) the transfer of cash by
the Note Guarantor to the Issuer or to its Subsidiaries (i) for general corporate purposes of the Issuer, (ii) to make any payments
with respect to the Notes or the Old Notes or any Obligations under this Indenture or the indenture for the Old Notes, (iii) in
support of the operations or development of the American Centrifuge Project or development of another next generation enrichment
technology, or (iv) pursuant to and in accordance with any debt between the Note Guarantor and the Issuer or its Subsidiaries,
(B) the making of cash payments in the ordinary course of business (including for the scheduled repayment of Indebtedness) from
cash that is at any time part of the Collateral that are not otherwise prohibited by the Indenture and the Security Documents,
(C) the transfer of cash from or otherwise relating to a Designated Senior Claim, Issuer Senior Debt or Limited Secured Acquisition
Debt or (D) the transfer of cash and cash equivalents for any other purpose not otherwise prohibited under this Indenture. Notwithstanding
the foregoing, the transfer of cash or making of a cash payment pursuant to Section 4.10(b)(9)(A), (B) or (D) to acquire Equity
Interests of any Person (other than Equity Interests of the Issuer or any Subsidiary), or any securities convertible into, or exchangeable
for, such Equity Interests, is permitted only if, immediately after the consummation of such acquisition, either: (A) (i) such
Person does not have any Finance Debt and (ii) such Equity Interests, or any securities convertible into, or exchangeable for,
such Equity Interests, become Collateral hereunder with a valid and perfected Lien thereon securing the Secured Obligations; or
(B) (i) the Issuer, the Note Guarantor and their respective Subsidiaries collectively have cash and cash equivalents of at least
the aggregate principal amount of the then outstanding Notes (determined immediately after giving effect to such acquisition on
a pro forma basis, provided that the cash and cash equivalents of a Subsidiary shall only be included to the extent subject to
a valid, perfected security interest thereon) or (ii) the Finance Debt of such Person shall be subordinated in right of payment
to the Obligations of such Person under the guarantee of the Notes (the “Acquired Subsidiary Secured Obligations”)
in the form attached hereto as Exhibit L (the “Acquired Subsidiary Limited Guarantee”),


 




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pursuant to the Senior Lien Intercreditor Agreement,
and the Notes shall have been granted a valid, perfected security interest on the collateral securing such Finance Debt for the
amount of cash transferred or cash payments made pursuant to Section 4.10(b)(9)(A)(B) and (D) in exchange for such Equity Interests
pursuant to a Pledge and Security Agreement, in favor of the Collateral Agent, for the ratable benefit of the Trustee and the Holders
of the Notes, substantially in the form attached hereto as Exhibit M, as the same may be amended in accordance with the terms thereof
and this Indenture, provided that such Person acquired pursuant to clause (A) of this sentence may not subsequently incur new Finance
Debt unless that Person meets either condition (i) or (ii) of clause (B) of this sentence immediately after such incurrence (and
each Holder by its acceptance of any Note hereby directs, and the Trustee and Collateral Agent shall and are hereby authorized,
to enter into such guarantee and Pledge and Security Agreement at the relevant times set forth above);


 


(10) the transfer of non-cash
assets by the Note Guarantor to the Issuer or to its Subsidiaries that is determined by the Issuer in good faith to be beneficial
to the operations or development of the American Centrifuge Project or another next generation enrichment technology; and


 


(11) the transfer or contribution
of non-cash assets to a Joint Venture or partner for fair value as determined in good faith by the Board of Directors.


 


Section
4.11 Maintenance of Properties.


 


The Issuer shall, and shall cause each of
its Subsidiaries to, maintain their properties and assets in normal working order and condition as on the date of this Indenture
(reasonable wear and tear excepted) and make all necessary repairs, renewals, replacements, additions, betterments and improvements
thereto, as shall be reasonably necessary for the proper conduct of the business of the Issuer and the Subsidiaries taken as a
whole; provided that nothing herein shall prevent the Issuer or any of the Subsidiaries from discontinuing any maintenance
of any such properties or assets if (i) the Issuer determines that such discontinuance is desirable in the conduct of the business
of the Issuer and the Subsidiaries taken as a whole or (ii) in connection with or related to any decommissioning, decontamination
or disposition of facilities, property or assets the Issuer or the Guarantor determines is no longer needed for the conduct of
the business of the Issuer or the Guarantor including, without limitation, the American Centrifuge demonstration facility.


 


Section
4.12 Maintenance of Insurance.


 


The Issuer shall, and shall cause each of
its Subsidiaries to, maintain liability, casualty and other insurance (including self-insurance consistent with prior practice)
with responsible insurance companies in such amounts and against such risks as is in accordance with customary industry practice
in the general areas in which the Issuer and the Subsidiaries operate.


 




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Article 5


SUCCESSORS


 


Section
5.01 Merger, Consolidation or Sale of Substantially All Assets.


 


(a)   
The Issuer shall not consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets (determined on a consolidated basis for the Issuer and its Subsidiaries taken
as a whole) in one or more related transactions to, any other Person, unless:


 


(1)  
the Issuer is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than
the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition has been made is an entity organized
and existing under the laws of the United States of America, any state or territory thereof or the District of Columbia; and, if
such entity is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws;


 


(2)  
the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such
sale, assignment, transfer, lease, conveyance or other disposition has been made assumes all the Obligations of the Issuer, pursuant
to a supplemental indenture, under the Notes, this Indenture and the Security Documents; and


 


(3)  
immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default exists.


 


(b)  
The Note Guarantor may not consolidate with or merge with or into (whether or not the Note Guarantor is the surviving Person)
another Person, whether or not affiliated with the Note Guarantor, unless:


 


(1)  
either:


 


(a)   
the Note Guarantor will be the surviving or continuing Person; or


 


(b)  
the Person formed by or surviving any such consolidation or merger assumes, by supplemental indenture in standard form and
substance, all of the obligations of the Note Guarantor under the Guarantee, this Indenture and the Security Documents; and


 


(2)  
immediately after giving effect to such transaction, no Default shall have occurred and be continuing.


 


The Issuer shall deliver to the Trustee
prior to the consummation of any proposed transaction an Officers’ Certificate to the foregoing effect, an Opinion of Counsel,
stating that all conditions precedent to the proposed transaction provided for in this Indenture have been complied with.


 


For purposes of this Section 5.01, the transfer
of all or substantially all of the properties and assets of one or more Subsidiaries in one or more related transaction to any
other Person,


 




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which properties and assets, if held by the Issuer instead of
such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis,
shall be deemed to be the transfer of all or substantially all of the properties and assets of the Issuer to such Person. This
Section 5.01 will not apply to any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among
the Issuer and its Subsidiaries or any transfer of Collateral permitted under Section 4.10 hereof.


 


Section
5.02 Successor Substituted.


 


In the event of any transaction (other than
a lease or a transfer of less than all of the Issuer’s or the Note Guarantor’s assets, as applicable) contemplated
by Section 5.01 hereof in which the Issuer or the Note Guarantor, as applicable, is not the surviving Person, the successor formed
by such consolidation or into or with which the applicable Issuer or Note Guarantor is merged or to which such transfer is made,
or formed by such reorganization, as the case may be, shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuer or the Note Guarantor, as applicable, and the Issuer and the Note Guarantor, as applicable, shall be discharged
from its Obligations under this Indenture, the Security Documents and the Notes with the same effect as if such successor Person
had been named as the Issuer or Note Guarantor, as applicable, herein or therein. The Trustee shall have the right to require any
such Person to ensure, by executing and delivering appropriate instruments and Opinions of Counsel, that the Trustee continues
to hold a Lien on all Collateral for the benefit of the Trustee and the Holders.


 


Article
6

DEFAULTS AND REMEDIES


 


Section
6.01 Events of Default.


 


Each of the following is an “Event
of Default”:


 


(a)   
The Issuer defaults in the payment of interest on any Note when the same becomes due and payable and the Default continues
for a period of thirty (30) days;


 


(b)  
The Issuer defaults in the payment of principal (or premium, if any) on any Note when the same becomes due and payable at
the Maturity Date, upon redemption, by acceleration or otherwise;


 


(c)   
the Issuer defaults in the performance of or breaches the provisions of Article 5;


 


(d)  
either of the Issuer or the Note Guarantor fails to comply with any of its other agreements or covenants in, or provisions
of, the Notes or this Indenture and the Default continues for sixty (60) days after written notice thereof has been given to the
Issuer and Note Guarantor by the Trustee or to the Issuer and the Trustee by the Holders of at least twenty-five percent (25%)
in aggregate principal amount of the then outstanding Notes, such notice to state that it is a “Notice of Default”
(other than a default referred to in clauses (a), (b) or (c) of this Section 6.01);


 


(e)   
default under (after giving effect to any applicable grace periods or any extension of any maturity date) any mortgage,
indenture, agreement or instrument under which there may be


 




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issued or by which there may be secured or evidenced any Indebtedness
by the Issuer or any Subsidiary (or the payment of which is guaranteed by the Issuer or any Subsidiary), whether such Indebtedness
or guaranty now exists or is created after the Issue Date, if (A) either (1) such default results from the failure to pay principal
of or interest on such Indebtedness or (2) as a result of such default the maturity of such Indebtedness has been accelerated,
and (B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness with respect
to which such a payment default (after the expiration of any applicable grace period or any extension of the Maturity Date) has
occurred, or the maturity of which has been so accelerated, exceeds $10,000,000 in the aggregate;


 


(f)   
a final nonappealable judgment or judgments for the payment of money (other than judgments as to which a reputable insurance
company has accepted full liability) is or are entered by a court or courts of competent jurisdiction against the Issuer or any
Subsidiary and such judgment or judgments remain undischarged, unbonded or unstayed for a period of sixty (60) days after entry,
provided that, the aggregate of all such judgments exceeds $5,000,000;


 


(g)  
any failure by the Note Guarantor to comply with (after giving effect to any applicable grace periods) any material agreement
or covenant in, or material provision of, any Security Document or the Intercreditor Agreements;


 


(h)  
the Issuer or the Note Guarantor:


 


(1)  
commences a voluntary case pursuant to or within the meaning of any Bankruptcy Code,


 


(2)  
consents to the entry of an order for relief against it in an involuntary case pursuant to or within the meaning of any
Bankruptcy Code,


 


(3)  
consents to the appointment of a Custodian of it or for all or substantially all of its property,


 


(4)  
makes a general assignment for the benefit of its creditors, or


 


(5)  
generally is not paying its debts as the same become due;


 


(i)    
a court of competent jurisdiction enters an order or decree under any Bankruptcy Code:


 


(1)  
for relief against the Issuer or the Note Guarantor in an involuntary case,


 


(2)  
appointing a Custodian of the Issuer or the Note Guarantor or for all or substantially all of their property, or


 


(3)  
ordering the liquidation of the Issuer or the Note Guarantor, and such order or decree remains unstayed and in effect for
(sixty) 60 days; and


 


(j)    
the Note Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee and such Default continues
for ten (10) days.


 




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The Issuer shall, upon becoming aware of
any Default or Event of Default, deliver to the Trustee a written notice specifying such Default or Event of Default and what action
the Issuer is taking or proposes to take with respect thereto.


 


Section
6.02 Acceleration.


 


Subject to the terms of the Intercreditor
Agreements, if an Event of Default (other than an Event of Default specified in Section 6.01(h) or (i) hereof) occurs and is continuing,
the Trustee by written notice to the Issuer, or the Holders of at least twenty-five percent (25%) in principal amount of the then
outstanding Notes by written notice to the Issuer and the Trustee, may declare the unpaid principal of, and any accrued and unpaid
interest on, all the Notes to be due and payable. Upon such declaration the principal and interest shall be due and payable immediately.
If an Event of Default specified in Section 6.01(h) or (i) hereof occurs with respect to the Issuer or the Note Guarantor, all
outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder.


 


Section
6.03 Other Remedies.


 


If an Event of Default occurs and is continuing,
subject to the terms of the Intercreditor Agreements, the Trustee may pursue any available remedy (under this Indenture or otherwise)
to collect the payment of principal or interest on the Notes or to enforce the performance of any provision of the Notes, this
Indenture or the Security Documents.


 


The Trustee may maintain a proceeding even
if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or
any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute
a waiver of, or acquiescence in, the Event of Default. All remedies are cumulative to the extent permitted by law.


 


Section
6.04 Waiver of Past Defaults.


 


Holders of a majority of the aggregate principal
amount of the then outstanding Notes, by written notice to the Trustee, may on behalf of the Holders of all of the Notes waive,
rescind or cancel any declaration of an existing or past Default or Event of Default and its consequences under this Indenture
if such waiver, rescission or cancellation would not conflict with any judgment or decree except a continuing Default or Event
of Default in the payment of interest on, or the principal of, any Note or an Event of Default with respect to any covenant or
provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. Upon any such
waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


In the event of an Event of Default arising
from Section 6.01(e) hereof, such Event of Default and all consequences thereof (excluding, however, any resulting payment default)
shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if prior to twenty
(20) days after such Event of Default arose, the Issuer delivers an Officers’ Certificate to the Trustee stating that (x)
the Indebtedness that is the basis of such Event


 




    	 	56	 



     


    

of Default has been discharged or (y) the Holders thereof have
rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default
that is the basis of such Event of Default has been cured.


 


Section
6.05 Control by Majority.


 


Subject to the Intercreditor Agreements
and the Security Documents, the Holders of a majority in principal amount of the then outstanding Notes may direct the time, method
and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, the Intercreditor Agreements
or the Security Documents that the Trustee determines may be unduly prejudicial to the rights of other Holders, or that may involve
the Trustee in personal liability.


 


Section
6.06 Limitation on Suits.


 


Subject to the Intercreditor Agreements
and the Security Documents, a Holder may pursue a remedy with respect to this Indenture, the Notes or the Security Documents only
if all of the following conditions are met:


 


(a)   
the Holder gives to the Trustee written notice of a continuing Event of Default;


 


(b)  
the Holders of at least twenty-five percent (25%) in aggregate principal amount of the then outstanding Notes make a written
request to the Trustee to pursue the remedy;


 


(c)   
such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee
against any loss, liability or expense;


 


(d)  
the Trustee does not comply with the request within sixty (60) days after receipt of the request and the offer and, if requested,
the provision of security or indemnity; and


 


(e)   
during such sixty (60)-day period the Holders of a majority in principal amount of the then outstanding Notes do not give
the Trustee a direction inconsistent with the request.


 


A Holder may not use this Indenture to prejudice
the rights of another Holder or to obtain a preference or priority over another Holder.


 


Section
6.07 Rights of Holders to Bring Suit for the Enforcement of Payment.


 


Notwithstanding any other provision of this
Indenture, the right of any Holder of a Note to bring suit for the enforcement of any payment of principal and interest on the
Note, on or after the respective due dates expressed in the Note, shall not be impaired or affected without the consent of the
Holder; provided that a Holder shall not have the right to institute any such suit for the enforcement of payment if and
to the extent that the institution or prosecution thereof or the entry of judgment therein would, under applicable law, result
in the surrender, impairment, waiver or loss of the Lien of this Indenture or the Security Documents upon any property subject
to such Lien.


 




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Section 6.08
Collection Suit by Trustee.


 


If an Event of Default specified in Section
6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of
an express trust against the Issuer or the Note Guarantor for the whole amount of principal and interest remaining unpaid on the
Notes and interest on overdue principal (and premium, if any) and, to the extent lawful, interest on overdue interest and such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.


 


Section
6.09 Trustee may File Proofs of Claim.


 


The Trustee is authorized to file such proofs
of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders
allowed in any judicial proceedings relative to the Issuer (or any other obligor under the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section
7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a
Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders
of the Notes may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section
6.10 Priorities.


 


Subject to the terms of the Intercreditor
Agreements, if the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in
the following order:


 


First: to the Trustee, its agents and attorneys
for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;


 


Second: to Holders for amounts due and unpaid
on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and
payable on the Notes for principal and interest, respectively;


 




    	 	58	 



     


    

Third: without duplication, to Holders for
any other Obligations owing to the Holders under the Notes or this Indenture; and


 


Fourth: to the Issuer or to such party as
a court of competent jurisdiction shall direct. The Trustee may fix a record date and payment date for any payment to Holders pursuant
to this Section 6.10.


 


Section
6.11 Undertaking for Costs.


 


In any suit for the enforcement of any right
or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in
its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This
Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders
of more than ten percent (10%) in principal amount of the then outstanding Notes.


 


Article
7

TRUSTEE


 


Section
7.01 Duties of Trustee.


 


(a)   
If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs.


 


(b)  
Except during the continuance of an Event of Default:


 


(1)  
The duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform
only those duties that are specifically set forth in this Indenture, the Security Documents and the Intercreditor Agreements and
no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee.


 


(2)  
In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
this Indenture, the Security Documents and the Intercreditor Agreements. However, in the case of certificates specifically required
by any provision hereof to be furnished to it, the Trustee shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture, the Security Documents and the Intercreditor Agreements (but need not confirm
or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(c)   
The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:


 




    	 	59	 



     


    

(1)  
This paragraph does not limit the effect of paragraph (b) of this Section 7.01.


 


(2)  
The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts.


 


(3)  
The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.05 hereof.


 


(d)  
Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b) and (c) of this Section 7.01.


 


(e)   
No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee
may refuse to (i) perform any duty, (ii) exercise any right or power or (iii) take any action requested at the direction of Holders,
unless it receives security and indemnity satisfactory to it against any loss, liability or expense.


 


(f)   
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with
the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)  
The Trustee is hereby authorized and directed to enter into each of the Note Subordination Agreement and the Intercreditor
Agreements in the manner contemplated in this Indenture upon execution thereof by the other parties thereto.


 


Section
7.02 Rights of Trustee.


 


(a)   
The Trustee may conclusively rely upon any document (whether in original or facsimile form) believed by it to be genuine
and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.


 


(b)  
Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel
or both, provided that no Officers’ Certificate shall be required in connection with instructions to act or refrain from
acting provided by the Holders pursuant to Article 6. The Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect
of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.


 


(c)   
The Trustee may act through agents and shall not be responsible for the misconduct or negligence of, or for the supervision
of, any agent appointed with due care.


 


(d)  
The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers conferred upon it by this Indenture or, subject to Section 10.09, in its role hereunder, including,
without limitation as Collareral Agent.


 




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(e)   
Unless otherwise specifically provided in this Indenture, the Security Documents or the Intercreditor Agreements, any demand,
request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer, on behalf of the Issuer.


 


(f)   
Except with respect to Section 4.01 hereof, the Trustee shall have no duty to inquire as to the performance of the Issuer’s
covenants in Article 4. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except
(i) any Event of Default occurring pursuant to Sections 6.01(a), (b) and 4.01 hereof, or (ii) any Default or Event of Default of
which a Responsible Officer of the Trustee shall have received written notification from the Issuer or the Holders of at least
twenty-five percent (25%) in aggregate principal amount of the then outstanding Notes.


 


The Collateral Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of Default, unless an Officer of the Collateral Agent shall
have received written notice of the same referring to this Indenture, describing such Default or Event of Default and stating that
such notice is a “notice of default.” The Collateral Agent shall take such action with respect to such Default or Event
of Default as may be requested by the Trustee. After the occurrence of an Event of Default, the Trustee, acting in accordance with
the terms of this Indenture, may direct the Collateral Agent in connection with any action required or permitted by this Indenture,
the Security Documents or the Intercreditor Agreements.


 


(g)  
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, unless
such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction.


 


(h)  
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer, and
shall not incur liability or additional liability of any kind by reason of such inquiry or investigation.


 


(i)    
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including as
Collateral Agent), and each agent, custodian and other Person employed to act hereunder.


 


(j)    
The Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate
may be signed by any individual authorized to sign an Officers’ Certificate, including any individual specified as so authorized
in any such certificate previously delivered and not superseded.


 




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(k)  
In no event shall the Trustee be responsible or liable for special, indirect, punitive, exemplary or consequential loss
or damage of any kind whatsoever (including loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


(l)    
The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless
so specified herein.


 


Section
7.03 Individual Rights of Trustee.


 


The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes, makes loans to, accept deposits from and perform services for the Issuer or
its Affiliates and may otherwise deal with the Issuer or an Affiliate of the Issuer with the same rights it would have if it were
not Trustee. However, in the event that the Trustee acquires any conflicting interest (as defined in the TIA) it must eliminate
such conflict within (ninety) 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do
the same with like rights. The Trustee is also subject to Section 7.10 and Section 7.11 hereof.


 


Section
7.04 Trustee’s Disclaimer.


 


The Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Indenture, the Security Documents, the Intercreditor Agreements,
the Notes or as to the adequacy of the security for the Notes, it shall not be accountable for the Issuer’s use of the proceeds
from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision hereof, it shall not be
responsible for the use or application of any money received by any Paying Agent other than the Trustee and it shall not be responsible
for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes
or pursuant to this Indenture other than its certificate of authentication. The Trustee makes no representation as to the validity,
value or condition of any property covered or intended to be covered by the Subordinated Lien of the Security Documents or any
part thereof or as to title of the Issuer thereto or as to the security afforded by the Security Documents or hereby. The Trustee
shall be under no obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained
in, or conditions of, this Indenture, the Guarantees, the Notes, the Security Documents or the Intercreditor Agreements or to inspect
the properties, books, or records of the Issuer or any of its affiliates. For the avoidance of doubt, this Section 7.04 also applies
to the Collateral Agent.


 


Section
7.05 Notice of Defaults.


 


If a Default or Event of Default occurs
and is continuing and if the Trustee has knowledge thereof (within the meaning of Section 7.02(f) hereof), the Trustee shall mail
to the Holders a notice of the Default or Event of Default within ninety (90) days after it occurs. Except in the case of a Default
or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests
of the Holders of the Notes.


 




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Section 7.06
Reserved.


 


Section
7.07 Compensation and Indemnity.


 


The Issuer shall pay to the Trustee from
time to time such compensation for its acceptance of this Indenture and services hereunder and under the Security Documents and
the Intercreditor Agreements as the Issuer and the Trustee may from time to time agree in writing. The Trustee’s compensation
shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly
upon request for all disbursements, advances and expenses incurred or made by it in addition to the compensation for its services.
Such expenses shall include the compensation, disbursements and expenses of the Trustee’s agents and counsel, except such
disbursements, advances and expenses as shall be determined to have been caused by its own negligence or willful misconduct.


 


Except as set forth below, the Issuer and
the Note Guarantor jointly and severally shall indemnify the Trustee and its officers, directors and employees against any and
all losses, liabilities, claims, damages or expenses incurred by it without negligence or bad faith on its part arising out of
or in connection with the acceptance or administration of its duties under this Indenture, the Security Documents and the Intercreditor
Agreements, including the costs and expenses of enforcing this Indenture, the Security Documents or the Intercreditor Agreements
against the Issuer and defending itself against any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The Trustee shall notify the Issuer and the Note Guarantor promptly of any claim of which it has
received written notice for which it may seek indemnity. Failure by the Trustee to so notify the Issuer and the Note Guarantor
shall not relieve the Issuer or the Note Guarantor of its obligations hereunder. The Issuer shall defend the claim and the Trustee
shall cooperate in the defense. In the event that, in the reasonable opinion of the Trustee, a conflict of interest or conflicting
defenses would arise in connection with the representation of the Issuer and the Trustee by the same counsel, the Trustee may have
separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Issuer nor the Note Guarantor
shall be obligated to pay for any settlement made without its consent, which consent shall not be unreasonably withheld.


 


The obligations of the Issuer and the Note
Guarantor under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and the resignation or removal
of the Trustee.


 


To secure the Issuer’s and the Note
Guarantor’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee, except that money or property held in trust to pay principal of (and premium, if any) and interest
on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the compensation for the
services are intended to constitute expenses of administration under any Bankruptcy Code.


 




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Section 7.08
Replacement of Trustee.


 


A resignation or removal of the Trustee
and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment
as provided in this Section 7.08, provided that costs have been paid to the Trustee prior to effectiveness of such removal or resignation.


 


The Trustee may resign at any time and be
discharged from the trust hereby created by so notifying the Issuer in writing. The Holders of a majority in principal amount of
the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove
the Trustee if:


 


(a)   
the Trustee fails to comply with Section 7.10 hereof;


 


(b)  
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
Bankruptcy Code;


 


(c)   
a Custodian or public officer takes charge of the Trustee or its property; or


 


(d)  
the Trustee becomes incapable of acting.


 


If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one
(1) year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes
may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.


 


If a successor Trustee does not take office
within sixty (60) days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the Holders of at
least ten percent (10%) in principal amount of the then outstanding Notes may petition, at the Issuer’s expense, any court
of competent jurisdiction for the appointment of a successor Trustee.


 


If the Trustee after written request by
any Holder who has been a Holder for at least six (6) months fails to comply with Section 7.10 hereof, such Holder may petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to the Holders. Upon payment of its charges hereunder, the
retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that, all sums owing
to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement
of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit
of the retiring Trustee, and the Issuer shall pay to any such replaced or removed Trustee all amounts owed under Section 7.07 hereof
upon such replacement or removal.


 




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Section 7.09
Successor Trustee by Merger, etc.


 


If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation or banking association, the
successor corporation without any further act shall be the successor Trustee.


 


Section
7.10 Eligibility; Disqualification.


 


There shall at all times be a Trustee hereunder
that shall (a) be a corporation organized and doing business under the laws of the United States of America or of any state thereof
or of the District of Columbia authorized under such laws to exercise corporate trustee power, (b) be subject to supervision or
examination by federal or state or the District of Columbia authority, and (c) have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition.


 


Section
7.11 Electronic Communication.


 


The Trustee agrees to accept and act upon
instructions or directions pursuant to this Indenture sent by e-mail, pdf or facsimile transmission. If the Issuer elects to provide
the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion
elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions shall be deemed controlling.
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance
upon, and compliance with, such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The Issuer agrees to assume all risks arising out of the use of such electronic methods to submit instructions and
directions to the Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk
or interception and misuse by third parties.


 


Article
8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.01 Option to Effect Legal Defeasance or Covenant Defeasance.


 


The Issuer may elect at any time to have
Section 8.02 or Section 8.03 hereof, at the Issuer’s option, applied
to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.


 


Section
8.02 Legal Defeasance and Discharge.


 


Upon the Issuer’s exercise under Section
8.01 hereof of the option applicable to this Section 8.02, except as set forth below, the Issuer and the Note Guarantor shall be
deemed to have been discharged from their respective Obligations with respect to all outstanding Notes and the Guarantee on the
date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). Following such Legal Defeasance,
(a) the Issuer shall be deemed to have paid and discharged the entire indebtedness outstanding hereunder, and this Indenture shall
cease to be of further effect as to all outstanding Notes and Guarantee, (b) the Issuer and the Note Guarantor shall be deemed
to have satisfied all other of their respective obligations under the Notes, the


 




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Guarantee, this Indenture and the Security Documents (and the
Trustee or Collateral Agent, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise terminated or discharged hereunder:


 


(1)  
the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on such Notes when
such payments are due from the trust described in Section 8.05 hereof;


 


(2)  
the Issuer’s obligations under Sections 2.04, 2.06, 2.07, 2.10, 4.02, 8.05, 8.06 and 8.07 hereof; and


 


(3)  
the rights, powers, trusts, duties and immunities of the Trustee or Collateral Agent hereunder and the Issuer’s and
the Note Guarantor’s obligations in connection therewith.


 


Subject to compliance with the provisions
of this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.


 


Section
8.03 Covenant Defeasance.


 


Upon the Issuer’s exercise under Section
8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Note Guarantor shall be released from their respective
obligations under the covenants contained in Sections 4.03, 4.04, and 4.08 through 4.12 hereof, and Article 5 on and after the
date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter
be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for
all other purposes hereunder. Following such Covenant Defeasance, (a) neither the Issuer nor the Note Guarantor need comply with,
and none of them shall have any liability in respect of, any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document, but, except as specified above, the remainder of this Indenture,
the Notes and the Guarantee shall be unaffected thereby, and (b) Sections 6.0 1(c) through (g) and (j) hereof shall not constitute
Events of Default with respect to the Notes.


 


Section
8.04 Conditions to Legal Defeasance or Covenant Defeasance.


 


The following shall be the conditions to
the application of either Section 8.02 or Section 8.03 hereof to the outstanding Notes:


 


(a)   
the Issuer shall irrevocably have deposited or caused to be deposited with the Trustee, in trust, for the benefit of the
Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient,
in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and
interest on the outstanding Notes on the Maturity Date or on the applicable redemption date, as


 




    	 	66	 



     


    

the case may be, and the Issuer shall specify whether the Notes
are being defeased to the Maturity Date or to a particular redemption date;


 


(b)  
in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that (A)
the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the Issue Date,
there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result
of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;


 


(c)   
in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that
the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case
if such Covenant Defeasance had not occurred;


 


(d)  
no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or
Event of Default resulting from the borrowing of funds to be applied to such deposit);


 


(e)   
such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under
any material agreement or instrument (other than this Indenture) to which the Issuer or any of the Subsidiaries is a party or by
which the Issuer or any of the Subsidiaries is bound;


 


(f)   
the Issuer shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the
Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering,
delaying or defrauding creditors of the Issuer or others; and


 


(g)  
the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating, subject
to certain factual assumptions and bankruptcy and insolvency exceptions, that all conditions precedent provided for in this Indenture
relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


Section
8.05 Deposited Cash and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.


 


Subject to Section 8.06 hereof, all cash
and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively
for purposes of this Section 8.05) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and
applied by the Paying Agent, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly
or through any other Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest.


 




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The Issuer shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section
8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law
is for the account of the Holders of outstanding Notes.


 


Section
8.06 Repayment to the Issuer.


 


(a)   
The Trustee or the Paying Agent shall deliver or pay to the Issuer from time to time upon the request of the Issuer any
cash or U.S. Government Obligations held by it as provided in Section 8.04 hereof which in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the
opinion delivered under Section 8.04(g) hereof), are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


(b)  
Subject to any applicable unclaimed property laws, any cash and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium,
if any, or interest on any Note and remaining unclaimed for two (2) years after such principal, and premium, if any, or interest
has become due and payable shall be paid to the Issuer on its request; and the Holder of such Note shall thereafter look only to
the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided that, the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense
of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such
money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of
such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.


 


Section
8.07 Reinstatement.


 


If the Trustee or Paying Agent is unable
to apply any cash or U.S. Government Obligations in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by
reason of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application,
or if any event occurs at any time in the period ending on the ninety-first (91st) day after the date of deposit pursuant to Section
8.02 or Section 8.03 hereof which event would constitute an Event of Default under Section 6.01(h) or (i) hereof had Legal Defeasance
or Covenant Defeasance, as the case may be, not occurred, then the Issuer’s and the Note Guarantor’s obligations under
this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section
8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply such money in accordance with Section 8.02 or
Section 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest
on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such
Notes to receive such payment from the cash or U.S. Government Obligations held by the Trustee or Paying Agent.


 







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Article
9


AMENDMENTS


 


Section
9.01 Without Consent of Holders.


 


The Issuer, the Note Guarantor, the Trustee
and the Collateral Agent may amend or supplement this Indenture, the Notes, the Security Documents and the Intercreditor Agreements,
without the consent of any Holder:


 


(a)   
to cure any ambiguity, omission, defect or inconsistency;


 


(b)  
to provide for uncertificated Notes in addition to or in place of certificated Notes;


 


(c)   
to comply with Article 5;


 


(d)  
to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect
the legal rights of any Holder under this Indenture or under the Notes;


 


(e)   
to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the
TIA in the event the Indenture is required to be qualified under the TIA;


 


(f)   
to conform and evidence the release, termination or discharge of the Guarantee as permitted by this Indenture;


 


(g)  
to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the
Issue Date;


 


(h)  
to allow the Note Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes in accordance
with the terms of this Indenture;


 


(i)    
add security to or for the benefit of the Notes and, in the case of the Security Documents, to or for the benefit of the
other secured parties named therein or to conform and evidence the release, termination or discharge of the Lien securing the Secured
Obligations when such release, termination or discharge is permitted by this Indenture and the Security Documents or as required
by the Intercreditor Agreements;


 


(j)    
to modify the Security Documents and/or the Intercreditor Agreements to secure additional extensions of credit and add additional
secured creditors not prohibited by the provisions of this Indenture;


 


(k)  
to comply with the requirements of the Trustee and the Depositary (including its nominees) with respect to transfers of
beneficial interests in the Notes.


 


No amendment of, or supplement or waiver
to, this Indenture, the Notes or the Security Documents shall be permitted to be effected which is in violation of or inconsistent
with the terms of the Intercreditor Agreements. No amendment of, or supplement to, the Junior Lien


 




    	 	69	 



     


    

Intercreditor Agreement shall be permitted to be effected without
the consent of the Collateral Agent and of any Representative for any Designated Senior Claims as may be required thereunder.


 


Upon the request of the Issuer, accompanied
by a resolution of its Board of Directors authorizing the execution of any such supplemental indenture or amendment, and upon receipt
by the Trustee of the documents described in Section 9.06 hereof required or requested by the Trustee, the Trustee shall join with
the Issuer in the execution of any supplemental indenture or amendment authorized or permitted by the terms of this Indenture,
but the Trustee shall not be obligated to enter into such supplemental indenture or amendment that affects its own rights, duties
or immunities under this Indenture or otherwise.


 


Section
9.02 With Consent of Holders.


 


(a)   
Except as provided below in this Section 9.02, the Issuer, the Note Guarantor (to the extent any amendment or supplement
relates to the Guarantee) and the Trustee may amend or supplement this Indenture (including the Guarantee), the Notes, the Security
Documents or Intercreditor Agreements with the consent of the Holders of at least a majority in aggregate principal amount of the
then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest on,
the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of
this Indenture (including the Guarantee), the Notes, the Security Documents or the Intercreditor Agreements may be waived with
the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including,
without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section
2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.


 


(b)  
Upon the request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such
amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent
of the Holders of Notes as contemplated in this Section 9.02 and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Issuer and the Note Guarantor in the execution of such amended or supplemental indenture
unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended
or supplemental Indenture.


 


(c)   
It is not necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any
proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.


 


(d)  
After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders
of Notes affected thereby a notice briefly describing


 




    	 	70	 



     


    

the amendment, supplement or waiver. Any failure of the Issuer
to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver.


 


(e)   
Notwithstanding any other provision hereof, unless consented to by at least 90% of the aggregate principal amount of then
outstanding Notes (including without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes) an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):


 


(1)  
reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;


 


(2)  
reduce the principal of, or the premium (including, without limitation, redemption premium) on, or change the fixed maturity
of any Note or alter the provisions with respect to the payment on redemption of the Notes; or alter the price at which repurchases
of the Notes may be made pursuant to Section 4.09 after a Change of Control has occurred;


 


(3)  
reduce the rate of or change the time for payment of interest on any Note;


 


(4)  
waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on, the Notes (except
a rescission of acceleration of the Notes by the Holders of a majority in aggregate principal amount of the Notes and a waiver
of the payment default that resulted from such acceleration);


 


(5)  
make any Note payable in money other than that stated in the Notes;


 


(6)  
make any change in Section 6.04 or Section 6.07 hereof or in this Section 9.02;


 


(7)  
waive a redemption payment with respect to any Note in a redemption made pursuant to Article 3; or


 


(8)  
except as is expressly provided in the Intercreditor Agreements, adversely affect the contractual ranking of the Notes or
Guarantee or make any change to any subordination provisions of this Indenture that adversely affects the rights of any Holder
of Notes.


 


(f)   
Unless otherwise provided in this Indenture, without the consent of the Holders of not less than 66 2⁄3% in aggregate
principal amount of the Notes at the time outstanding, the Issuer, the Note Guarantor and the Trustee may not amend or supplement
the Security Documents to release Collateral from the Liens created by the Security Documents if the Fair Market Value of such
Collateral exceeds $5,000,000.


 


(g)  
Notwithstanding any other provision hereof, holders of at least 40% of the aggregate principal amount of then outstanding
Notes may waive or remove the restrictions on the acquisition of Equity Interests pursuant to the last sentence of Section 4.10(b)(9)
in whole or in


 




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part (including without limitation, through consents obtained
in connection with a purchase of, or tender offer or exchange offer for, the Notes).


 


Section
9.03 Revocation and Effect of Consents.


 


Until a supplemental indenture, an amendment
or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent
is not made on any Note. A supplemental indenture, amendment or waiver becomes effective in accordance with its terms and thereafter
binds every Holder.


 


The Issuer may fix a record date for determining
which Holders must consent to such supplemental indenture, amendment or waiver. If the Issuer fixes a record date, the record date
shall be fixed at (i) the later of thirty (30) days prior to the first solicitation of such consent or the date of the most recent
list of Holders furnished to the Trustee prior to such solicitation pursuant to Section 2.05 hereof, or (ii) such other date as
the Issuer shall designate.


 


Section
9.04 Notation on or Exchange of Notes.


 


The Trustee may place an appropriate notation
about a supplemental indenture, amendment or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes
may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver.


 


Failure to make the appropriate notation
or issue a new Note shall not affect the validity and effect of such amendment or waiver.


 


Section
9.05 Trustee to Sign Amendments, etc.


 


The Trustee shall sign any amendment or
supplemental indenture authorized pursuant to this Article 9 if the amendment or supplemental indenture does not adversely affect
the rights, duties, liabilities or immunities of the Trustee. In executing any amendment or supplemental indenture, the Trustee
shall be entitled to receive and, subject to Section 7.01 hereof, shall be fully protected in relying upon, the documents required
by Section 13.03 hereof, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment
or supplemental indenture is authorized and permitted by this Indenture. Neither the Issuer nor the Note Guarantor may sign an
amendment or supplemental indenture until the Board of Directors of the Issuer (in the case of an amendment or supplemental indenture
being signed by the Issuer) or of the Note Guarantor (in the case of an amendment or supplemental indenture being signed by the
Note Guarantor) approves it.


 


Article
10

COLLATERAL AND SECURITY


 


Section
10.01 Security Documents.


 


The due and punctual payment of the principal
and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment
date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, interest on the


 




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overdue principal of and interest (to the extent permitted by
law), if any, by the Note Guarantor pursuant to its Guarantee, and the payment and performance of all other Obligations of the
Note Guarantor under this Indenture and the Security Documents (the “Secured Obligations”), shall be secured as provided
in the Security Documents and subject to the Intercreditor Agreements, which the Note Guarantor has entered into simultaneously
with the execution of this Indenture and will be secured as provided in the Security Documents hereafter determined as required
or permitted by this Indenture.


 


Each Holder, by its acceptance of a Note,
consents and agrees to the terms of each Security Document (including, without limitation, the provisions providing for foreclosure,
the provisions providing for release of collateral and the provisions providing for the automatic amendment or waiver of the Security
Documents, in each case, pursuant to the terms of the Intercreditor Agreements), as the same may be in effect or may be amended
from time to time in accordance with its respective terms, and authorizes and directs the Collateral Agent and the Trustee to enter
into this Indenture, the Intercreditor Agreements and, to the extent applicable, the Security Documents to which it is a party
and to perform its obligations and exercise its rights thereunder in accordance therewith. The Collateral Agent hereunder shall
have only such duties and responsibilities as are explicitly set forth herein, in the Intercreditor Agreements and in the respective
Security Documents and no others; provided that the Collateral Agent hereunder shall only take action with respect to or under
the Security Documents in accordance with the written instructions of the Trustee acting on behalf of the Holders, and shall apply
any proceeds from the enforcement of any security as set forth therein subject in all cases to the Intercreditor Agreements. The
provisions of Article 7 hereof relating to the Trustee acting in such capacity shall apply to the Collateral Agent hereunder to
the extent applicable. In addition, the Issuer and the Note Guarantor, jointly and severally, hereby agree to indemnify the Collateral
Agent hereunder on the same basis as their indemnity to the Trustee in Article 7 hereof with respect to actions taken or not taken
by it in accordance with this Indenture and the Security Documents.


 


The Note Guarantor shall do or cause to
be done, and the Issuer shall cause the Note Guarantor to do or cause to be done, all such acts and things as may be necessary
or proper, or as may be required by the provisions of the Security Documents or the Intercreditor Agreements, to assure and confirm
to the Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time
to time constituted, so as to render the same available for the security and benefit of the Secured Obligations secured hereby,
according to the intent and purposes herein and therein expressed. The Note Guarantor shall, and the Issuer shall cause the Note
Guarantor to, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security
for the Secured Obligations, valid and enforceable, perfected (except as expressly provided herein or in the Security Documents)
Liens in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons,
and subject to no other Liens, other than Permitted Liens as provided herein and therein; provided that, the Collateral Agent’s
Lien securing the Secured Obligations shall be subordinated to the extent and pursuant to the terms of this Indenture and, if applicable,
the Intercreditor Agreements.


 




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Section 10.02
Collateral Agent.


 


Subject to Section 10.07, the Collateral
Agent shall have no obligation whatsoever to ensure that the Collateral exists or is owned by the Issuer or is cared for, protected,
or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created,
perfected, protected, maintained or enforced or are entitled to any particular priority. Upon the receipt by the Collateral Agent
of a written request of the Issuer signed by two Officers (a “Security Document Order”), the Collateral Agent is hereby
authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee,
any Security Document or Intercreditor Agreement to be executed after the Issue Date. Any such execution of a Security Document
shall be at the direction and expense of the Issuer, upon delivery to the Collateral Agent of an Officers’ Certificate and
Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Security Document or Intercreditor
Agreement have been satisfied. The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent
to execute such Security Documents or Intercreditor Agreement.


 


Section
10.03 Opinions.


 


The Issuer shall furnish or cause to be
furnished to the Trustee within three (3) months after each anniversary of the Issue Date, an Opinion of Counsel, dated as of such
date, stating either that (i) in the opinion of such counsel, all action has been taken with respect to the recording, registering,
filing, re-recording, re-registering and refiling of all supplemental indentures, financing statements, continuation statements
or other instruments of further assurance as is necessary to maintain the Liens of the Security Documents and reciting the details
of such action, subject to customary assumptions and exclusions or (ii) in the opinion of such Counsel, no such action is necessary
to maintain such Liens, which Opinion of Counsel also shall state what actions it then believes are necessary to maintain the effectiveness
of such liens during the next year, subject to customary assumptions and exclusions.


 


Section
10.04 Release of Collateral.


 


(a)   
Collateral shall be released from the Liens created by the Security Documents and the rights of the Holders of such Secured
Obligations to the benefits and proceeds of the Liens on the Collateral, and the obligations of the Note Guarantor under the Security
Documents (or, in the case of clauses (2) through (4) below, such obligations with respect to such released Collateral), will automatically
terminate and be discharged:


 


(1)  
upon payment in full of the Notes and all other Obligations under this Indenture, the Notes and the Security Documents then
due and owing,


 


(2)  
upon the sale, transfer, exchange or other disposition of such Collateral made in accordance with Section 4.10,


 


(3)  
pursuant to an amendment or waiver in accordance with Article 9 hereof,


 


(4)  
as permitted or required pursuant to the terms of the Security Documents or the Intercreditor Agreements, or


 




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(5)  
upon satisfaction and discharge of the Notes pursuant to Article 12 hereof or upon a Legal Defeasance or Covenant Defeasance.


 


Upon release of the Collateral, or any portion
thereof, from the Subordinated Liens, in each case in accordance with Section 10.04(a)(2) or 10.04(a)(4), all rights, title and
interest of the Collateral Agent therein shall thereupon cease and, at the written request of the Note Guarantor and at the cost
and expense the Note Guarantor, the Collateral Agent (i) shall execute such instruments as the Note Guarantor may reasonably request
to evidence such release of record and (ii) if the Collateral so released is in possession of the Collateral Agent, the Collateral
Agent shall deliver such Collateral to the Note Guarantor as directed in such written request. Upon release of the Collateral,
or any portion thereof, from the Subordinated Liens in accordance with this Section 10.04 (other than a release of Collateral under
Section 10.04(a)(2) or 10.04(a)(4), for which an Officer’s Certificate is not required), the Trustee shall not direct the
Collateral Agent to release any Subordinated Lien on any Collateral unless and until the Trustee shall have received an Officers’
Certificate certifying that all conditions precedent hereunder have been met. Upon compliance with the above provisions, the Trustee
shall direct the Collateral Agent to, at the request and expense of the Issuer, execute and deliver the release of any Collateral
permitted to be released pursuant to this Indenture or the Security Documents.


 


(b)  
The release of any Collateral from the terms of the Security Documents shall not be deemed to impair the security under
this Indenture in contravention of the provisions hereof and of the Security Documents if and to the extent the Collateral is released
pursuant to the terms of this Indenture and the Security Documents.


 


Section
10.05 Authorization of Actions to be Taken by Trustee Under Security Documents.


 


Subject to the terms of the Intercreditor
Agreements, the Trustee may, without the consent of the Holders, on behalf of the Holders, take or direct the Collateral Agent
to take all actions the Trustee deems necessary or appropriate in order to (a) enforce any of the terms of the Security Documents
and (b) collect and receive any and all amounts payable in respect of the Secured Obligations of the Note Guarantor. Subject to
the terms of the Intercreditor Agreements, the Trustee shall have the power to institute and to maintain such suits and proceedings
to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this
Indenture, and such suits and proceedings to preserve or protect its interest and the interests of the Holders in the Collateral
(including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative
or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance
with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders
or the Trustee). Subject to Section 10.07, neither the Trustee nor the Collateral Agent shall have any duty as to any Collateral
in its possession or control of a bailee or any income derived therefrom or as to the preservation of parties or rights.


 




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Section 10.06
Authorization of Receipt of Funds by Trustee Under Security Documents.


 


The Trustee is authorized to receive any
funds for the benefit of the Holders distributed under the Security Documents, and, subject to the Intercreditor Agreements, to
make further distributions of such funds to the Holders according to the provisions of this Indenture and the Security Documents.


 


Section
10.07 Collateral Agent.


 


(a)   
The Collateral Agent is authorized and empowered to appoint one or more co-Collateral Agents as it deems necessary or appropriate.


 


(b)  
Subject to Section 7.01 hereof, neither the Trustee nor the Collateral Agent nor any of their respective officers, directors,
employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral,
for the legality, enforceability, effectiveness or sufficiency of the Security Documents or Intercreditor Agreements, or liability
in connection with enforcing the provisions of these documents, for the creation, perfection, priority, sufficiency or protection
of any Subordinated Lien, or for any defect or deficiency as to any such matters or for any failure to demand, collect, foreclose
or realize upon or otherwise enforce any of the Subordinated Liens or Security Documents or any delay in doing so. The Collateral
Agent will be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is
accorded treatment substantially equal to that which the Collateral Agent accords to its own property, and the Collateral Agent
will not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission
of any carrier, forwarding agent or other agent or bailee selected by the Collateral Agent in good faith.


 


(c)   
The Collateral Agent (subject to the terms of the Intercreditor Agreements) will be subject to such directions as may be
given it by the Trustee from time to time (as required or permitted by this Indenture).


 


(d)  
The Collateral Agent will be accountable only for amounts that it actually receives as a result of the enforcement of the
Subordinated Liens or Security Documents.


 


(e)   
In acting as Collateral Agent, the Collateral Agent may rely upon and enforce and shall have each and all of the rights,
privileges, protections, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof.


 


(f)   
The Holders of Notes agree that the Collateral Agent shall be entitled to the rights, privileges, protections, immunities,
indemnities and benefits provided to the Collateral Agent by the Security Documents.


 


Section
10.08 Relative Rights; Intercreditor Agreements.


 


(a)        The
Issuer and the Note Guarantor each agree, and each Holder by accepting a Note agrees, that notwithstanding the date, time, method,
manner or order of grant, attachment or perfection of any Liens securing the Secured Obligations or any Senior Priority Liens securing


 




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the Designated Senior Claims or any Liens securing Limited Secured
Acquisition Debt, and notwithstanding any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance
as a fraudulent conveyance or otherwise of, any such Liens, the security interest in the Collateral securing the Secured Obligations
shall be junior in priority to all Liens securing any Designated Senior Claims and Limited Secured Acquisition Debt. The foregoing
lien subordination is for the benefit of and enforceable by holders of Designated Senior Claims and Limited Secured Acquisition
Debt. If requested by the holder of any Designated Senior Claim or Limited Secured Acquisition Debt or a representative of such
a holder, the Trustee and the Collateral Agent each shall execute the applicable Junior Lien or Limited Secured Acquisition Debt
Intercreditor Agreement. The applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement defines the relative
rights of holders of the Subordinated Liens and the holders of the Senior Priority Liens and holders of the liens securing Limited
Secured Acquisition Debt that will exist upon execution of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor
Agreement. Notwithstanding anything to the contrary contained herein, in the Notes or in any Security Documents, upon execution
of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement, any Subordinated Liens securing the
Secured Obligations, and the exercise of any right or remedy with respect thereto, will be subject to the provisions of the applicable
Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement. In the event of any conflict between the terms of, on
the one hand, the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement and, on the other hand, any
Note, this Indenture or any Security Document, upon execution of the applicable Junior Lien or Limited Secured Acquisition Debt
Intercreditor Agreement the terms of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement shall
govern and control. Each Holder, by its acceptance of any Note, irrevocably agrees to be bound by the provisions of the applicable
Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement and each Holder by its acceptance of any Note hereby directs,
and the Trustee and Collateral Agent shall and are hereby authorized, to enter into the applicable Junior Lien or Limited Secured
Acquisition Debt Intercreditor Agreement. Each Holder by its acceptance of the Notes agrees that it will be bound by, and will
take no action contrary to, the provisions of the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement.
The foregoing provisions are intended as an inducement to the present and future holders of the Designated Senior Claims and Limited
Secured Acquisition Debt and such holders are intended third party beneficiaries of the applicable Junior Lien or Limited Secured
Acquisition Debt Intercreditor Agreement. Each Note and each Security Document shall bear a conspicuous legend that the Liens securing
the Secured Obligations under this Indenture, and rights and remedies related thereto, are subordinated pursuant to the terms of
the applicable Junior Lien or Limited Secured Acquisition Debt Intercreditor Agreement, in each case in the manner set forth therein.


 


(b)       The
Issuer and the Note Guarantor each agree, and each Holder by accepting a Note agrees, that notwithstanding the date, time, method,
manner or order of grant, attachment or perfection of any Liens securing the Secured Obligations or any Liens securing the Pari
Passu Lien Obligations, and notwithstanding any defect or deficiencies in, or failure to perfect or lapse in perfection of, or
avoidance as a fraudulent conveyance or otherwise of, any such Liens, the security interest in the Collateral securing the Secured
Obligations shall be pari passu in priority with all Liens securing any Pari Passu Lien Obligations. The foregoing is for the benefit
of and enforceable by holders of Pari Passu Lien Obligations. The Trustee and the Collateral Agent


 




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each shall execute the Pari Passu Lien Intercreditor Agreement.
The Pari Passu Lien Intercreditor Agreement defines the relative rights of holders of the Liens securing the Secured Obligations
and the holders of the Liens securing the Pari Passu Lien Obligations. Notwithstanding anything to the contrary contained herein,
in the Notes or in any Security Documents, upon execution of the Pari Passu Lien Intercreditor Agreement, any Liens securing the
Secured Obligations, and the exercise of any right or remedy with respect thereto, will be subject to the provisions of the Pari
Passu Lien Intercreditor Agreement. In the event of any conflict between the terms of, on the one hand, the Pari Passu Lien Intercreditor
Agreement and, on the other hand, any Note, this Indenture or any Security Document, upon execution of the Pari Passu Lien Intercreditor
Agreement, the terms of the Pari Passu Lien Intercreditor Agreement shall govern and control. Each Holder, by its acceptance of
any Note, irrevocably agrees to be bound by the provisions of the Pari Passu Lien Intercreditor Agreement and each Holder by its
acceptance of any Note hereby directs, and the Trustee and Collateral Agent shall and are hereby authorized, to enter into the
Pari Passu Lien Intercreditor Agreement. Each Holder by its acceptance of the Notes agrees that it will be bound by, and will take
no action contrary to, the provisions of the Pari Passu Lien Intercreditor Agreement. The foregoing provisions are intended as
an inducement to the present and future holders of the Pari Passu Lien Obligations and such holders are intended third party beneficiaries
of the Pari Passu Lien Intercreditor Agreement. Each Note and each Security Document shall bear a conspicuous legend that the Liens
securing the Secured Obligations under this Indenture, and rights and remedies related thereto, are subject to the terms of the
Pari Passu Lien Intercreditor Agreement, in each case in the manner set forth therein.


 


(c)       The
Issuer and each issuer of Finance Debt as described in Section 4.10(b)(9) (the “Acquired Subsidiary”) agrees, and each
Holder by accepting a Note agrees, that notwithstanding the date, time, method, manner or order of grant, attachment or perfection
of any Liens securing the Acquired Subsidiary Secured Obligations or any Liens securing such Finance Debt, and notwithstanding
any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise
of, any such Liens, the security interest in the Collateral securing the Acquired Subsidiary Secured Obligations shall be senior
in priority with all Liens securing any such Finance Debt. The foregoing is for the benefit of and enforceable by each Holder of
the Notes. For the avoidance of doubt, the Acquired Subsidiary Secured Obligations and the Liens on the Collateral securing the
Acquired Subsidiary Secured Obligations are limited to the amount of certain cash transferred or cash payments made pursuant to
Section 4.10(b)(9)(A)(B) and (D) in exchange for the Equity Interests of the Acquired Subsidiary. The Trustee and the Collateral
Agent each shall execute the Senior Lien Intercreditor Agreement. The Senior Lien Intercreditor Agreement defines the relative
rights of holders of the Liens securing the Acquired Subsidiary Secured Obligations and the holders of the Liens securing the Finance
Debt. Notwithstanding anything to the contrary contained herein, in the Notes or in any Security Documents, upon execution of the
Senior Lien Intercreditor Agreement, any Liens securing the Acquired Subsidiary Secured Obligations, and the exercise of any right
or remedy with respect thereto, will be subject to the provisions of the Senior Lien Intercreditor Agreement. In the event of any
conflict between the terms of, on the one hand, the Senior Lien Intercreditor Agreement and, on the other hand, any Note, this
Indenture or any Security Document, upon execution of the Senior Lien Intercreditor Agreement, the terms of the Senior Lien Intercreditor
Agreement shall govern and control. Each Holder, by its acceptance of any Note, irrevocably agrees to be bound by the provisions
of the Senior Lien Intercreditor Agreement and each Holder by its acceptance of any Note hereby directs, and the Trustee and


 




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Collateral Agent shall and are hereby authorized, to enter into
the Senior Lien Intercreditor Agreement. Each Holder by its acceptance of the Notes agrees that it will be bound by, and will take
no action contrary to, the provisions of the Senior Lien Intercreditor Agreement. The foregoing provisions are intended as an inducement
to the present and future Holders of the Notes and such Holders are intended third party beneficiaries of the Senior Lien Intercreditor
Agreement.


 


Article
11

GUARANTEES


 


Section
11.01 Guarantee.


 


Subject to this Article 11, for good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Note Guarantor, hereby unconditionally
guarantees (such guarantee, the “Guarantee”) to each Holder and the Trustee irrespective of the validity or enforceability
of this Indenture, the Notes, the Security Documents or the Obligations of the Issuer hereunder or thereunder: (i) the due and
punctual payment of the principal and premium, if any, of, and interest on, the Notes, whether at the Maturity Date or on an interest
payment date, by acceleration, call for redemption or otherwise; (ii) the due and punctual payment of interest on the overdue principal
and premium, if any, of, and interest on, the Notes, if lawful; (iii) the due and punctual payment and performance of all other
Obligations of the Issuer under the Notes, this Indenture and the Security Documents, all in accordance with the terms set forth
herein and in the Notes and the Security Documents; and (iv) in case of any extension of time of payment or renewal of any Notes
or any of such other Obligations hereunder or under the Notes or the Security Documents, the due and punctual payment or performance
thereof in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration or otherwise.


 


The Note Guarantor hereby agrees that, subject
to this Article 11, (i) its obligations hereunder shall be unconditional irrespective of the validity, regularity or enforceability
of the Notes, this Indenture, the Security Documents or the Obligations of the Issuer hereunder or thereunder, the absence of any
action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any releases
of Collateral, any amendment of this Indenture, the Notes or the Security Documents, any delays in obtaining or realizing upon
or failures to obtain or realize upon Collateral, the recovery of any judgment against the Issuer or any of the Subsidiaries, any
action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense
of the Note Guarantor and (ii) the Guarantee will not be discharged except by complete payment and performance of the Obligations
of the Issuer under the Notes, this Indenture and the Security Documents or as otherwise provided in Section 11.07 hereof.


 


The Note Guarantor hereby agrees that it
shall not be entitled to and irrevocably waives (to the extent lawful) (i) diligence, presentment, demand of payment, filing of
claim with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, protest, notice and all demands whatsoever and (ii) any claim or other rights that it may now or hereafter acquire against
the Issuer that arise from the existence or performance of its Obligations under its Guarantee, including, without limitation,
any right to participate in any claim or remedy of a Holder against the Issuer or any Collateral that a Holder


 




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now has or hereafter acquires, whether or not such claim, remedy
or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, and including,
without limitation, the right to take or receive from the Issuer or any of the Subsidiaries, directly or indirectly, in cash or
other property, by setoff or in any other manner, payment or security on account of such claim or other rights.


 


If any Holder or the Trustee is required
by any court or otherwise to return to the Issuer or the Note Guarantor, trustee, liquidator, or other similar official acting
in relation to either the Issuer or the Note Guarantor, any amount
paid by the Issuer or the Note Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall
be reinstated in full force and effect.


 


The Note Guarantor agrees that, as between
the Note Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Obligations guaranteed
hereby may be accelerated as provided in Section 6.02 hereof for the purposes of the Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration as to the Issuer of the Obligations guaranteed hereby, and (ii) in the event
of any declaration of acceleration of those Obligations as provided in Section 6.02 hereof, those Obligations (whether or not due
and payable) will forthwith become due and payable by the Note Guarantor for the purpose of the Guarantee.


 


The obligations of the Note Guarantor under
its Guarantee, this Indenture and the Security Documents are not obligations of, or guaranteed as to principal or interest by,
the United States of America.


 


Section
11.02 Execution and Delivery of Guarantee.


 


To evidence its Guarantee set forth in Section
11.01 hereof, the Note Guarantor hereby agrees that a notation of such Guarantee substantially in the form of Exhibit E hereto
will be endorsed by an Officer of the Note Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture
will be executed on behalf of the Guarantor by one of its Officers. The Note Guarantor hereby agrees that its Guarantee set forth
in Section 11.01 hereof will remain in full force and effect notwithstanding any failure to endorse on each Note a notation of
such Guarantee.


 


If an Officer whose signature is on the
Indenture or on the Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Guarantee is
endorsed, the Guarantee will be valid nevertheless.


 


The delivery of any Note by the Trustee,
after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf
of the Note Guarantor. Neither the Issuer nor the Note Guarantor shall be required to make a notation on the Notes to reflect the
Guarantee or any release, termination or discharge thereof and any such notation shall not be a condition to the validity of the
Guarantee.


 




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Section 11.03
Limitation on Note Guarantor’s Liability.


 


The Note Guarantor and by its acceptance
hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by the Note Guarantor pursuant
to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate the foregoing intention,
the Trustee, the Holders and the Note Guarantor hereby irrevocably agree that the Obligations of the Note Guarantor under its Guarantee
shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of the Note Guarantor,
result in the Obligations of the Note Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer
under federal or state law or render the Note Guarantor insolvent.


 


Section
11.04 Rights Under the Guarantee.


 


(a)   
No payment by the Note Guarantor pursuant to the provisions hereof shall entitle the Note Guarantor to any payment out of
any Collateral or give rise to any claim of the Note Guarantor against the Trustee or any Holder.


 


(b)  
The Note Guarantor waives notice of the issuance, sale and purchase of the Notes and notice from the Trustee or the Holders
from time to time of any of the Notes of their acceptance and reliance on the Guarantee.


 


(c)   
No set-off, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature (other than performance
by the Note Guarantor of its obligations hereunder) that the Note Guarantor may have or assert against the Trustee or any Holder
shall be available hereunder to the Note Guarantor.


 


(d)  
The Note Guarantor shall pay all reasonable costs and expenses (including all reasonable attorneys’ fees), that may
be incurred by the Trustee in enforcing or attempting to enforce the Guarantee.


 


Section
11.05 Guaranty of Payment Not Collection.


 


The Obligations of the Note Guarantor hereunder
shall constitute a guaranty of payment when due and not a guaranty of collection. The Note Guarantor agrees that its Obligations
hereunder are independent of the Obligations of the Issuer, and that a separate action may be brought against it, whether such
action is brought against the Issuer or whether the Issuer is joined in such action. The Note Guarantor agrees that its liability
hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by the Trustee or the Holders of whatever
remedies they may have against the Issuer, or the enforcement of any lien or realization upon any security the Collateral Agent
or the Trustee may at any time possess. The Note Guarantor agrees that any release that may be given by the Collateral Agent, Trustee
or the Holders to the Issuer shall not release the Note Guarantor.


 




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Section 11.06
No Subrogation.


 


Notwithstanding any payment or payments
made by the Note Guarantor hereunder, the Note Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee
or any Holder against the Issuer or any collateral security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Note Guarantor’s Obligations under its Guarantee, nor shall the Note Guarantor seek or be entitled to
seek any contribution or reimbursement from the Issuer in respect of payments made by the Note Guarantor hereunder, until all amounts
owing to the Trustee and the Holders by the Issuer under the Notes and the Issuer’s Obligations thereunder and hereunder
are paid in full. If any amount shall be paid to the Note Guarantor on account of such subrogation rights at any time when the
Notes and the Issuer’s Obligations thereunder and hereunder shall not have been paid in full, such amount shall be held by
the Note Guarantor in trust for the Trustee and the Holders, segregated from other funds of the Note Guarantor, and shall, forthwith
upon receipt by the Note Guarantor, be turned over to the Trustee in the exact form received by the Note Guarantor (duly indorsed
by the Note Guarantor to the Trustee, if required), to be applied against the Note Guarantor’s Obligations under its Guarantee.


 


Section
11.07 Release of the Note Guarantor


 


The Note Guarantor will be automatically
and unconditionally released and discharged from all of its Obligations under its Guarantee of the Notes and this Indenture in
connection with a Legal Defeasance or Covenant Defeasance of this Indenture in accordance with Article 8 hereof or upon satisfaction
and discharge of this Indenture in accordance with Article 12 hereof.


 


Section
11.08 Agreement to Subordinate the Guarantee.


 


The Note Guarantor agrees, and each Holder
by accepting a Note agrees, that the obligations of the Note Guarantor under its Guarantee are subordinated in right of payment,
to the extent and in the manner provided in this Article 11, to the prior payment in full of all Designated Senior Claims (whether
outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed) and that the subordination is for the benefit
of and enforceable by the holders of such Designated Senior Claims. The Note Guarantor’s obligations under its Guarantee
shall in all respects rank pari passu in right of payment with all existing and future unsubordinated Indebtedness (other than
Designated Senior Claims) of the Note Guarantor, and will be senior in right of payment to all existing and future subordinated
Indebtedness of the Note Guarantor; and only Indebtedness of the Note Guarantor that is Designated Senior Claims shall rank senior
to the obligations of the Note Guarantor under its Guarantee in accordance with the provisions set forth herein. All provisions
of this Article 11 shall be subject to Section 11.19 hereof.


 


Section
11.09 Liquidation, Dissolution, Bankruptcy.


 


Upon any payment or distribution of the
assets of the Note Guarantor to creditors upon a total or partial liquidation or a total or partial dissolution of the Note Guarantor
or in a bankruptcy, reorganization, insolvency, receivership of or similar proceeding relating to the Note Guarantor or its property
in an assignment for the benefit of creditors or in any marshaling of the Note Guarantor’s assets and liabilities:


 




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(a)   
the holders of Designated Senior Claims of the Note Guarantor shall be entitled to receive payment in full in cash of such
Designated Senior Claims (including interest accruing after, or which would accrue but for, the commencement of any such proceeding
at the rate specified in the applicable Designated Senior Claims, whether or not a claim for such interest would be allowed) before
Holders of the Notes shall be entitled to receive any payment with respect to the Note Guarantor’s Guarantee; and


 


(b)  
until all Obligations with respect to the Designated Senior Claims of the Note Guarantor (as provided in clause (a) above)
are paid in full in cash, any payment or distribution to which Holders of the Notes would be entitled but for this Article 11 shall
be made to holders of such Designated Senior Claims as their interests may appear.


 


Section
11.10 Default on Designated Senior Claims of the Note Guarantor.


 


(a)   
The Note Guarantor may not make any payment or distribution to the Trustee or any Holder in respect of Obligations with
respect to the Note Guarantor’s Guarantee and may not acquire from the Trustee or any Holder any Notes for cash or property
until all principal and other Obligations with respect to the Designated Senior Claims have been paid in full if (1) a payment
default on Designated Senior Claims occurs and is continuing; or (2) any other default occurs and is continuing on any Designated
Senior Claims that permits holders of such Designated Senior Claims to accelerate its maturity, or otherwise demand its payment,
and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Issuer or the Note Guarantor
or the Representative of any Designated Senior Claims. For purposes of this Article 11 of this Indenture, the existence of an Outstanding
Government Claim shall constitute a payment default with respect to any Claims within the meaning of clause (iv) of the definition
of Designated Senior Claims.


 


(b)  
The Note Guarantor may and will resume payments on any distributions in respect of such Note Guarantor’s Guarantee
and may acquire Notes upon the earlier of:


 


(1)  
in the case of a payment default with respect to the Designated Senior Claims, upon the date upon which such default is
cured or waived, and


 


(2)  
in the case of a nonpayment default with respect to the Designated Senior Claims, upon the earlier of the date on which
such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received,
unless, in the case of this clause (2), the maturity of any Designated Senior Claim has been accelerated or demand for payment
of such Designated Senior Claim made, and such acceleration or demand for payment has not been waived or cancelled;


 


if this Article 11 otherwise permits such
payment, distribution or acquisition at the time of such payment, distribution or acquisition.


 


Section
11.11 Demand for Payment.


 


If payment of the Notes is accelerated because
of an Event of Default and a demand for payment is made on the Note Guarantor pursuant to this Article 11, the Issuer, the Trustee
or the Note Guarantor shall promptly notify the holders of the Designated Senior Claims or the


 




    	 	83	 



     


    

Representative of such Designated Senior Claims of such demand;
provided that any failure to give such notice shall have no effect whatsoever on the provisions of this Article 11. If any Designated
Senior Claim is outstanding, the Note Guarantor may not pay its Guarantee until ten (10) Business Days after the Representatives
of all the issuers of such Designated Senior Claim receive notice of such acceleration and, thereafter, may pay its Guarantee only
if this Indenture and federal law otherwise permits payment at that time.


 


Section
11.12 When Distribution Must Be Paid Over.


 


In the event that the Trustee or any Holder
of the Notes receives any payment of, or any distributions with respect to, any Obligations with respect to the Note Guarantor’s
Guarantee at a time when the payment is prohibited by Section 11.10 hereof and the Trustee or the Holder, as applicable, has actual
knowledge that the payment is prohibited by Section 11.10 hereof, such payment will be held by the Trustee or such Holder, in trust
for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Designated Senior Claims
as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which
Designated Senior Claims may have been issued or incurred, as the case may be, as their respective interests may appear, for application
to the payment of all Obligations with respect to Designated Senior Claims remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the
holders of Designated Senior Claims.


 


Section
11.13 Subrogation.


 


After all Designated Senior Claims have
been Discharged and until the Notes are paid in full, Holders shall be subrogated to the rights of holders of such Designated Senior
Claims to receive distributions applicable to such Designated Senior Claims to the extent that distributions otherwise payable
to Holders of Notes under the Note Guarantor’s Guarantee have been applied to the payment of Designated Senior Claims. A
distribution made under this Article 11 to holders of such Designated Senior Claims which otherwise would have been made to Holders
is not, as between the Note Guarantor and Holders, a payment by the Note Guarantor on the Guarantee.


 


Section
11.14 Relative Rights.


 


This Article 11 defines the relative rights
of Holders and holders of Designated Senior Claims of the Note Guarantor. Subject to the Intercreditor Agreements, nothing in this
Indenture shall:


 


(a)   
impair, as between the Note Guarantor and Holders, the obligation of the Note Guarantor, which is absolute and unconditional,
to make payments under its Guarantee in accordance with its terms;


 


(b)  
prevent the Trustee or any Holder from exercising its available remedies upon a default by the Note Guarantor under its
obligations with respect to its Guarantee, subject to the rights of holders of Designated Senior Claims of the Note Guarantor to
receive payments or distributions otherwise payable to Holders and such other rights of such holders of Designated Senior Claims
as set forth herein; or


 




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(c)   
affect the relative rights of Holders and creditors of the Note Guarantor other than their rights in relation to holders
of Designated Senior Claims.


 


Section
11.15 Subordination May Not Be Impaired by the Note Guarantor.


 


No right of any holder of Designated Senior
Claims of the Note Guarantor to enforce the subordination of the obligations of the Note Guarantor under its Guarantee shall be
impaired by any act or failure to act by the Note Guarantor or by its failure to comply with this Indenture.


 


Section
11.16 Rights of Trustee and Paying Agent.


 


Notwithstanding Section 11.10 hereof, the
Trustee or any Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence
of facts that would prohibit the making of any payments unless, not less than three (3) Business Days prior to the date of such
payment, a Responsible Officer of the Trustee receives notice that payments may not be made under this Article 11. Only the Issuer,
the Note Guarantor or a Representative or a holder of Designated Senior Claims shall be entitled to give the notice; provided,
however, that, if any Designated Senior Claim has a Representative, only the Representative shall be entitled to give the notice.


 


Section
11.17 Distribution or Notice to Representative.


 


Whenever a distribution is to be made or
a notice given to holders of any Designated Senior Claim of the Note Guarantor, the distribution may be made and the notice given
to their Representative, if any.


 


Section
11.18 Article 11 Not to Prevent Events of Default or Limit Right to Demand Payment.


 


The failure of the Note Guarantor to make
a payment pursuant its Guarantee by reason of any provision in this Article 11 shall not be construed as preventing the occurrence
of a default by the Note Guarantor under its Guarantee. Nothing in this Article 11 shall have any effect on the right of the Holders
or the Trustee to make a demand for payment on the Note Guarantor pursuant to this Article 11.


 


Section
11.19 Trust Moneys Not Subordinated.


 


Notwithstanding anything contained herein
to the contrary, payments from money or the proceeds of Government Securities held in trust by the Trustee for the payment of principal
of and interest on the Notes pursuant to Article 8 or Article 12 hereof shall not be subordinated to the prior payment of any Designated
Senior Claim of the Note Guarantor or subject to the restrictions set forth in this Article 11, and none of the Holders shall be
obligated to pay over any such amount to the Note Guarantor or any holder of any Designated Senior Claim of the Note Guarantor
or any other creditor of the Note Guarantor, provided that, the subordination provisions of this Article 11 were not violated at
the time the applicable amounts were deposited in trust pursuant to Article 8 or Article 12 hereof, as the case may be.


 




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Section 11.20
Trustee Entitled to Rely.


 


Upon any payment or distribution pursuant
to this Article 11, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 11.09 hereof are pending, (b) upon a certificate of
the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon
the Representatives of Designated Senior Claims of the Note Guarantor for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of such Designated Senior Claims of the Note Guarantor, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 11. In the
event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder
of Designated Senior Claims of the Note Guarantor to participate in any payment or distribution pursuant to this Article 11, the
Trustee shall be entitled to request such Person to furnish evidence as to the amount of such Designated Senior Claim held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to
the rights of such Person under this Article 11, and, if any such evidence is not furnished, the Trustee shall be entitled to defer
any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions
of Section 7.01 and Section 7.02 hereof shall be applicable to all actions or omissions of actions by the Trustee pursuant to this
Article 11.


 


Section
11.21 Trustee to Effectuate Subordination.


 


A Holder, by its acceptance of a Note, agrees
to be bound by this Article 11 and authorizes and expressly directs the Trustee in writing, on such Holder’s behalf, to take
such action as may be necessary or appropriate to effectuate the subordination between the Holders and the holders of Designated
Senior Claims of the Note Guarantor as provided in this Article 11 and appoints the Trustee as attorney-in-fact for any and all
such purposes.


 


Section
11.22 Trustee Not Fiduciary for Holders of Designated Senior Claims of the Note Guarantor.


 


The Trustee shall not be deemed to owe any
fiduciary duty to the holders of any Designated Senior Claims of the Note Guarantor and shall not be liable to any such holders
if it shall mistakenly pay over or distribute to or on behalf of Holders or the Note Guarantor or any other Person, money or assets
to which any holders of any Designated Senior Claims of the Note Guarantor shall be entitled by virtue of this Article 11 or otherwise,
except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee.


 


Section
11.23 Reliance by Holders of Designated Senior Claims of the Note Guarantor on Subordinated Provisions.


 


Each Holder, by accepting a Note, acknowledges
and agrees that the provisions of Section 11.08 through Section 11.24 hereof are, and are intended to be, an inducement and a consideration
to each holder of any Designated Senior Claim of the Note Guarantor, whether such Designated Senior Claim was created or acquired
before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Designated Senior Claim
and such


 




    	 	86	 



     


    

holder of such Designated Senior Claim shall be deemed conclusively
to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Designated
Senior Claim.


 


Without in any way limiting the generality
of the foregoing paragraph, the holders of Designated Senior Claims of the Note Guarantor may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders, without incurring liability to the Trustee or the Holders and without
impairing or releasing the subordination provided in this Article 11 or the obligations hereunder of the Holders to the holders
of the Designated Senior Claims of the Note Guarantor, do any one or more of the following: (i) change the manner, place or terms
of payment or extend the time of payment of, or renew or alter, any Designated Senior Claim of the Note Guarantor, or otherwise
amend or supplement in any manner any Designated Senior Claim of the Note Guarantor, or any instrument evidencing the same or any
agreement under which any Designated Senior Claim of the Note Guarantor is outstanding; (ii) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing any Designated Senior Claim of the Note Guarantor; (iii) release
any Person liable in any manner for the payment or collection of any Designated Senior Claim of the Note Guarantor; and (iv) exercise
or refrain from exercising any rights against the Note Guarantor and any other Person.


 


Section
11.24 Amendments.


 


The provisions of Section 11.08 through
Section 11.24 hereof may not be amended or modified without the written consent of holders of all Designated Senior Claims.


 


Article
12

SATISFACTION AND DISCHARGE


 


Section
12.01 Satisfaction and Discharge.


 


This Indenture will be discharged and will
cease to be of further effect as to all Notes issued hereunder, except that the Issuer’s and the Note Guarantor’s obligations
under Section 7.07 hereof and the Trustee’s and the Paying Agent’s obligations under Section 8.06 and Section 8.07
hereof shall survive, when:


 


(1)  
either:


 


(a)   
all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes
for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for
cancellation; or


 


(b)  
all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing
of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or the Note Guarantor has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without
consideration of any reinvestment of


 




    	 	87	 



     


    

interest, to pay and discharge the entire Indebtedness
on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and interest, if any, to the Maturity
Date or redemption date;


 


(2)  
in respect of subclause (b) of clause (1) of this Section 12.01, no Default or Event of Default has occurred and is continuing
on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such
deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings)
and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer
or the Note Guarantor is a party or by which the Issuer or the Note Guarantor is bound (other than with respect to the borrowing
of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent
deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);


 


(3)  
the Issuer or the Note Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and


 


(4)  
the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward
the payment of the Notes at the Maturity Date or on the redemption date, as the case may be.


 


In addition, the Issuer must deliver an
Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.


 


Notwithstanding the satisfaction and discharge
of this Indenture, if money has been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 12.01,
the provisions of Sections 8.06, 8.07 and 12.02 hereof will survive. In addition, nothing in this Section 12.01 will be deemed
to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.


 


Section
12.02 Application of Trust Money.


 


Subject to the provisions of Section 8.06
hereof, all money deposited with the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the
Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium,
if any, and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated
from other funds except to the extent required by law.


 


If the Trustee or Paying Agent is unable
to apply any money or Government Securities in accordance with Section 12.01 hereof by reason of any legal proceeding or by reason
of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application,
the Issuer’s and the Note Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.01 hereof; provided that if the Issuer has made any payment of principal


 




    	 	88	 



     


    

of, premium on, if any, or interest, if any, on, any Notes because
of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money or Government Securities held by the Trustee or Paying Agent.


 


Article
13

MISCELLANEOUS


 


Section
13.01 Notices.


 


Any notice or communication by the Issuer
or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified,
return receipt requested), facsimile or overnight air courier guaranteeing next day delivery, to the others’ addresses:


 


If to the Issuer or the Note Guarantor:


 


c/o Centrus Energy Corp.

6901 Rockledge Drive, Suite 800

Bethesda, Maryland 20817

Attention: General Counsel

Facsimile No.: (301) 564-3206


 


With a copy to counsel:


 


C. Brophy Christensen, Esq.


Eric Sibbitt, Esq.


O’Melveny & Myers LLP


Two Embarcadero Center


28th Floor


San Francisco, CA 94111


 


If to the Trustee:


 


Delaware Trust Company

2711 Centerville Road, Suite 220

Wilmington, Delaware 19808

Attention: Corporate Trust Administration

Facsimile No.: 302-636-8666

Email: trust@delawaretrust.com


 


With a copy to counsel:


 


Mark R. Somerstein, Esq

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 100 36-8704

Email: mark.somerstein@ropesgray.com


 




    	 	89	 



     


    

The Issuer or the Trustee by notice to the
others may designate additional or different addresses for subsequent notices or communications.


 


All notices and communications (other than
those sent to Holders) shall be deemed to have been duly given at the time delivered by hand, if personally delivered; upon receipt,
if deposited in the mail, postage prepaid; when receipt acknowledged, if sent via facsimile; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. All notices and communications to the
Trustee shall be deemed to have been duly given only if actually received by the Trustee.


 


Any notice or communication to a Holder
shall be mailed by first-class mail, certified or registered, return receipt requested, to his address shown on the register kept
by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with
respect to other Holders.


 


If a notice communication is mailed in the
manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.


 


If the Issuer mails a notice or communication
to Holders, it shall mail a copy to the Trustee and each Agent at the same time.


 


Notwithstanding any other provision of this
Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any notice of redemption or
purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the
Depositary for such Note (or its designee) pursuant to the standing instructions from such Depositary


 


Section
13.02 [Reserved.]


 


Section
13.03 Certificate and Opinion as to Conditions Precedent.


 


Upon any request or application by the Issuer
to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:


 


(a)   
an Officers’ Certificate in customary form and substance (which shall include the statements set forth in Section
13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been complied with; and


 


(b)  
an Opinion of Counsel in customary form and substance (which shall include the statements set forth in Section 13.04 hereof)
stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.


 


Section
13.04 Statements Required in Certificate or Opinion.


 


Each certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section
4.04 hereof) shall include:


 




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(a)   
a statement that the Person making such certificate or opinion has read such covenant or condition;


 


(b)  
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)   
a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)  
a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with, provided
that, with respect to matters of fact, an Opinion of Counsel may rely upon an Officers’ Certificate or a certificate of a
public official.


 


Section
13.05 Force Majeure.


 


The Trustee shall not be responsible or
liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods,
wars, civil or military disturbances, sabotage, epidemics, riots, loss or malfunctions of utilities, computer (hardware or software)
or communications service disruptions, labor disputes, acts of civil or military authority, or governmental, judicial or regulatory
actions, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.


 


Section
13.06 Legal Holidays.


 


If a payment date is a Legal Holiday at
a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.


 


Section
13.07 No Recourse Against Others.


 


No director, member, manager, officer, employee,
incorporator, stockholder or controlling person of the Issuer or the Note Guarantor, as such, shall have any liability for any
obligations of the Issuer or the Note Guarantor under the Notes, this Indenture or the Security Documents or for any claim based
on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note waives and releases all
such liability to the maximum extent permitted by law. The waiver and release shall be part
of the consideration for the issuance of the Notes and the Guarantee.


 


Notwithstanding the foregoing, nothing
in this provision shall be construed as a waiver or release of any claims under the federal securities laws. Further, notwithstanding
the foregoing, nothing in this provision shall, or shall be construed in any way to, modify the rights or obligations of the Issuer
or the Note Guarantor as the Issuer or Note Guarantor, respectively.


 




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Section 13.08
Governing Law.


 


THIS AGREEMENT, THE NOTES AND THE GUARANTEE
SHALL BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,
SECTIONS 5-1401 AND 5-140 2 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). THE ISSUER,
THE NOTE GUARANTOR, THE TRUSTEE, THE PAYING AGENT, THE REGISTRAR AND THE COLLATERAL AGENT EACH HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE GENERAL JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE NOTES OR THE GUARANTEE AND IRREVOCABLY ACCEPTS FOR ITSELF AND (IN THE CASE OF THE ISSUER AND THE
NOTE GUARANTOR) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE ISSUER, THE
NOTE GUARANTOR, THE TRUSTEE, THE PAYING AGENT, THE REGISTRAR AND THE COLLATERAL AGENT EACH IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE ISSUER AND THE NOTE GUARANTOR EACH IRREVOCABLY CONSENTS,
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS
IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE ISSUER
AT ITS ADDRESS SET FORTH HEREIN, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF ANY PURCHASER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE ISSUER IN ANY OTHER JURISDICTION.


 


Section
13.09 No Adverse Interpretation of Other Agreements.


 


This Indenture may not be used to interpret
another indenture, loan or debt agreement of the Issuer or any of the Subsidiaries. Any such indenture, loan or debt agreement
may not be used to interpret this Indenture.


 




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Section 13.10 Successors.


 


All agreements of the Issuer and the Note
Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Indenture
shall bind its successor.


 


Section
13.11 Severability.


 


In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not in any way be affected or impaired thereby.


 


Section
13.12 Counterpart Originals.


 


The parties may sign any number of copies
of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 


Section
13.13 Table of Contents, Headings, etc.


 


The Table of Contents, Cross-Reference Table
and Headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.


 


Section
13.14 Trustee Authorization.


 


The Trustee and the Collateral Agent are
authorized and directed to enter into the Intercreditor Agreements and the Security Documents, as applicable.


 


Section
13.15 Tax Reporting.


 


(a)   
The Issuer shall determine whether the Notes are “traded on an established market” for purposes of Treasury
Regulation Section 1.1273-2(f)(9), the “issue price” of the Notes for federal income tax purposes (the “Tax Issue
Price”) and whether Treasury Regulation Sections 1.1272-1(c) or (d) or 1.1275-4(b) (the “Tax Reporting Rules”)
apply to the Notes (the “Tax Reporting Determination”).


 


(b)  
No more than seventy-five (75) days after the Issue Date, the Issuer shall provide notice to the Trustee and the Holders
of the Tax Reporting Determination (the “Tax Reporting Determination Notice”). The Tax Reporting Determination Notice
shall include the following information: (i) whether the Notes are “traded on an established market” for purposes of
Treasury Regulation Section 1.1273-2(f)(9), (ii) the Tax Issue Price, and (iii) the Tax Reporting Rules that the Issuer has determined
to apply to the Notes, including, if applicable, the “comparable yield” and “projected payment schedule”
or the applicable payment schedule.


 


(c)   
The Tax Reporting Determination Notice shall be sufficiently delivered if in writing and mailed, first class postage prepaid
(and, to the extent permitted by applicable procedures or regulations, electronically) to the Trustee and to each Holder at such
Holder’s registered address. At the Issuer’s request, the Trustee shall give the Tax Reporting Determination Notice
to each


 




    	 	93	 



     


    

Holder in the name of the Issuer and at the Issuer’s expense
within ten (10) days of the Trustee’s receipt of such Tax Reporting Determination Notice; provided that the Issuer shall
deliver to the Trustee at least ten (10) days (unless a shorter period is acceptable to the Trustee) prior to the date such Tax
Reporting Determination Notice must be given by the Trustee, an Officer’s Certificate requesting that the Trustee give such
Tax Reporting Determination Notice and a copy of the Tax Reporting Determination Notice to be provided to the Holders. For purposes
of this Section 13.15, the Tax Reporting Determination Notice mailed or distributed electronically in the manner herein provided
shall be conclusively presumed to have been duly given whether or not a Holder receives such Tax Reporting Determination Notice.
In any case, failure to give the Tax Reporting Determination Notice to a Holder of any Note shall not affect the validity of the
Tax Reporting Determination Notice with respect to any other Holder. Any Holder may waive in writing the right to receive the Tax
Reporting Determination Notice either before or after the event, and such waiver shall be the equivalent of delivery to such Holder
of such Tax Reporting Determination Notice. Such waivers shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.


 


(d)  
Each Holder, by its acceptance of the Notes, agrees to use the Tax Issue Price and to apply the Tax Reporting Rules that
the Issuer has determined to apply to the Notes, including, if applicable, the “comparable yield” and “projected
payment schedule” or the applicable payment schedule, for its own tax reporting and return filing.


 


[Remainder of page intentionally
left blank]


 




    	 	94	 



     


    

SIGNATURES


 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Indenture as of the date first written above.


 


THE ISSUER:


 


CENTRUS ENERGY CORP.


 


By:
______________________________


Name:


Title:


 


THE NOTE GUARANTOR:


 


UNITED
STATES ENRICHMENT CORPORATION


 


By:
______________________________


Name:


Title:


 


THE TRUSTEE:


 


Delaware Trust Company, as Trustee


 


By:
______________________________


Name:


Title:


 


THE COLLATERAL AGENT:


 


Delaware Trust Company, as Collateral Agent


 


By:
______________________________


Name:


Title:


 






    	 



     


    





EXHIBIT A-1 


 


(Face of Note)


 


[Insert the Original Issue Discount Legend, if applicable pursuant
to the provisions of the Indenture]


 


[Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture]


 


[Insert the Private Placement Legend, if applicable pursuant
to the provisions of the Indenture]


 


NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN
THE INDENTURE OR IN ANY SECURITY DOCUMENTS, ANY LIENS AND SECURITY INTERESTS SECURING OBLIGATIONS UNDER THE INDENTURE, THE NOTES
AND THE SECURITY DOCUMENTS AND THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDERS
ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS IN THE FORM ATTACHED TO THE INDENTURE THAT MAY BE ENTERED INTO AFTER
ISSUANCE OF THE NOTES. UPON EXECUTION OF THE INTERCREDITOR AGREEMENTS, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF, ON THE
ONE HAND, THE INTERCREDITOR AGREEMENTS AND, ON THE OTHER HAND, THIS NOTE, THE INDENTURE OR ANY SECURITY DOCUMENT, THE TERMS OF
THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL. EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO
BE BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS.


  




     


     


    

[Face of Note] 


 


CUSIP


ISIN   


 


8.25% NOTE DUE 2027 


 


 


	 	 	 
	No.        	 	$   


 


CENTRUS ENERGY CORP.





CENTRUS ENERGY CORP., a Delaware corporation (the “Issuer”),
as obligor, for value received promises to pay to                      or registered assigns, the principal sum of                       Dollars on February 28,
2027 (the “Maturity Date”).


 


Interest Payment Dates: February 28 and
August 31.


 


Record Dates: February 15 and August 15
(whether or not a Business Day).


 


Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


[Remainder of Page Intentionally Blank]


 







     


     


    

IN WITNESS WHEREOF, the Issuer has caused
this Note to be signed manually or by facsimile by its duly authorized officer.


 


	 	 	 	 
	 	THE ISSUER:
	 	 
	 	CENTRUS ENERGY CORP.
	 	 	 
	 	By:	 	
 
	 	 	 	Name:
	 	 	 	Title:


 


	 	 	 
	Trustee’s Certificate of Authentication:
	 
	Dated:
	 
	This is one of the Notes referred to in the within-mentioned Indenture:
	 
	Delaware Trust Company, as Trustee
	 	 
	By:	 	
 
	 	 	Authorized Signatory


 







     


     


    

(Back of Note)


8.25% NOTE DUE 2027 


Capitalized terms used herein shall have
the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


1. Interest. Centrus Energy Corp.,
a Delaware corporation (the “Issuer”), as obligor, promises to pay interest on the principal amount of this
Note at the rate and in the manner specified below.


The Issuer shall pay, in cash, interest
on the principal amount of this Note, at the rate of 8.25% per annum from February 15, 2017 until maturity. The Issuer shall
pay interest semi-annually on February 28 and August 31 of each year, commencing on August 31, 2017, or if any such day is not
a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).


Interest shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. Interest shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the Issue Date. To the extent lawful, the Issuer shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Code) on overdue principal in cash at the rate of 2% per annum in excess of
the then applicable interest rate on the Notes; the Issuer shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Code) on overdue installments of interest (without regard to any applicable grace periods) at the same rate
to the extent lawful and in the same method of payment as the previous interest period.


2. Method of Payment. The Issuer
shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of
business on the record date next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and
on or before such Interest Payment Date. The Holder must surrender this Note to a Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of
public and private debts. The Issuer may pay principal and interest by check to a Holder’s registered address.


3. Paying Agent and Registrar. Initially,
the Trustee shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent, Registrar or co-registrar without
notice to any Holder. Subject to certain exceptions, any Subsidiary may act in any such capacity.





4. Indenture. The Issuer issued the
Notes under an Indenture dated as of February 14, 2017 (the “Indenture”) among the Issuer, the Note Guarantor
named therein, the Trustee and the Collateral Agent. The terms of the Indenture shall govern any inconsistencies between the Indenture
and the Notes. Terms not otherwise defined herein shall have the meanings assigned in the Indenture.





5. Optional Redemption. The Notes
shall be subject to redemption at the option of the Issuer, in whole or in part, at any time, at a price equal to 100% of the principal
amount of the Notes to be redeemed, plus any accrued and unpaid interest, up to the redemption date.


6. Mandatory Redemption. There shall
be no mandatory redemption of the Notes.


7. Denominations, Transfer, Exchange.
The Notes are in registered form without coupons in denominations of $1.00 and integral multiples of $1.00. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee shall require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. The Registrar and the Issuer need not exchange or register the transfer
(i) of any Note or portion of a Note selected for redemption or (ii) of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.


8. Persons Deemed Owners. The registered
Holder of a Note may be treated as its owner for all purposes, subject to the provisions of the Indenture with respect to the record
dates for the payment of interest.




     


     


    

9. Amendments and Waivers. Subject
to certain exceptions, the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority
in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer
for Notes), and any existing Default or Event of Default (except certain payment defaults) may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes). Without the consent of any Holders, the Indenture, the Notes, the Security Documents and the
Intercreditor Agreements, may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for
assumption of the Issuer’s obligations to the Holders in the case of a merger or consolidation, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to make any change that would provide any additional rights or benefits
to the Holders of the Notes, or that does not adversely affect the legal rights hereunder or under the Indenture or the Security
Documents of any Holder, to release the Guarantee of the Notes permitted to be released under the terms of the Indenture, to provide
for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, or to
comply with the requirements of the Trustee and the Depositary (including its nominees) with respect to transfers of beneficial
interests in the Notes. Notwithstanding the foregoing, without the consent of not less than a majority in aggregate principal amount
of the Notes at the time outstanding, the Issuer, the Note Guarantor and the Collateral Agent may not amend or supplement the Security
Documents or waive or modify the rights of the Holders thereunder or the provisions of the Indenture relating thereto, in either
case, in a manner adverse to the Holders. In addition, unless otherwise provided in this Indenture, without the consent of the
Holders of not less than 66 2⁄3% in aggregate principal amount of the Notes at the time outstanding, the Issuer, the
Note Guarantor and the Trustee may not amend or supplement the Security Documents to release Collateral from the Liens created
by the Security Documents if the Fair Market Value of such Collateral exceeds $5,000,000.





10. Defaults and Remedies. If an
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare by written notice to the Issuer and the Trustee all the Notes to be due and payable immediately,
except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes become
due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require security and indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power. The Issuer must furnish an annual compliance certificate to the Trustee.


11. Subordination of the Notes. Payment
of principal of, premium on, if any, and interest, if any, on, the Notes is subordinated to the prior payment of Issuer Senior
Debt on the terms provided in the Indenture.


12. Trustee Dealings with Issuer.
The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.


13. No Recourse Against Others. No
director, member, manager, officer, employee, incorporator, stockholder or controlling person of the Issuer or the Note Guarantor,
as such, shall have any liability for any obligations of the Issuer or the Note Guarantor under the Notes, the Indenture or the
Security Documents or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance
of the Notes and the Guarantee. Notwithstanding the foregoing, nothing in this provision shall be construed as a waiver or release
of any claims under the Federal securities laws.


14. Authentication. This Note shall
not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


15. Abbreviations. Customary abbreviations
may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).




     


     


    

16. CUSIP and ISIN Numbers. Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.
In addition, the Issuer has caused ISIN numbers to be printed on the Notes and the Trustee may use ISIN numbers in notices of redemption
as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


17. Governing Law. This Note and
the Indenture shall be construed, interpreted and the rights of the parties hereunder and thereunder shall be determined in accordance
with the laws of the State of New York, as applied to contracts made and performed within the State of New York, including, without
limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b).


The Issuer shall furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made to: Centrus Energy Corp., 6901 Rockledge Drive,
Suite 800, Bethesda, Maryland 20817, Attention: General Counsel.






     


     


    

 


 


ASSIGNMENT FORM 


To assign this Note, fill in the form below:


 


	 	 	 
	(I) or (we) assign and transfer this Note to	 	 
	 	 	(Insert assignee’s legal name)


 


 




 


(Insert assignee’s soc. sec. or tax
I.D. no.)


 


 


 


 


 


 


 


 


(Print or type assignee’s name, address
and zip code)


and irrevocably appoint                                         
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


	 	 	 	 	 	 	 	 	 
	Date:	 	
 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	Your Signature:	 	
 
	 	 	 	 	 	 	 	 	(Sign exactly as your name appears on the face of this Note)


 


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 Your Tax ID Number:	 	
 


Signature Guarantee*:


 


	*	NOTICE: The signature must be guaranteed by an institution which is a member of one of the following recognized signature guarantee programs: 


 


(1) The Securities Transfer Agent Medallion Program (STAMP);


 


(2) The New York Stock Exchange Medallion Program (MSP);


 


(3) The Stock Exchange Medallion Program (SEMP).





 




     


     


    

SCHEDULE OF EXCHANGES OF INTERESTS
OR INCREASES/DECREASES IN THE GLOBAL NOTE1 


The initial outstanding principal amount
of this Global Note is $ . The following exchanges of a part of this Global Note for an interest in another Global Note or for
a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:





	 	 	 	 	 	 	 	 	 
	
        Date of Exchange or Increase/Decrease
	 	Amount of decrease

in Principal Amount

of this Global Note	 	Amount of increase

in Principal Amount

of this Global Note	 	Principal Amount

of this Global Note

following such

decrease or increase	 	Signature of authorized

officer of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 


 













	3 	This schedule should be included only if the Note is issued in global form. 


 








     


    







EXHIBIT A-2 


 


(Face of Regulation S Temporary Global Note)


 


 


[Insert the Original Issue Discount Legend, if applicable pursuant
to the provisions of the Indenture]


 


NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN
THE INDENTURE OR IN ANY SECURITY DOCUMENTS, ANY LIENS AND SECURITY INTERESTS SECURING OBLIGATIONS UNDER THE INDENTURE, THE NOTES
AND THE SECURITY DOCUMENTS AND THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT THERETO, AND CERTAIN OF THE RIGHTS OF THE HOLDERS
ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS IN THE FORM ATTACHED TO THE INDENTURE THAT MAY BE ENTERED INTO AFTER
ISSUANCE OF THE NOTES. UPON EXECUTION OF THE INTERCREDITOR AGREEMENTS, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF, ON THE
ONE HAND, THE INTERCREDITOR AGREEMENT AND, ON THE OTHER HAND, THIS NOTE, THE INDENTURE OR ANY SECURITY DOCUMENT, THE TERMS OF THE
INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL. EACH HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE
BOUND BY THE PROVISIONS OF THE INTERCREDITOR AGREEMENTS.


 


THE RIGHTS ATTACHING TO THIS REGULATION
S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
SECTION 2.06(g) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY
ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT
TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE


 




     


     


    

SECURITIES LAWS. TERMS USED ABOVE HAVE
THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS NOTE AGREES FOR THE
BENEFIT OF THE ISSUER THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
AN ISSUER OR ANY AFFILIATE OF AN ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER OR
ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT, (E) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A) OF REGULATION D UNDER
THE SECURITIES ACT THAT IS AN ACCREDITED INVESTOR ACQUIRING THE NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED
INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE RIGHT OF THE ISSUER AND THE TRUSTEE OR REGISTRAR, AS APPLICABLE, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


  




     


     


    

[Face of Regulation S Temporary Global
Note] 


 


 CUSIP


ISIN


 


 


8.25% NOTE DUE 2027 


 


	 	 	 
	No.        	 	$   


 


CENTRUS ENERGY CORP.


 


CENTRUS ENERGY CORP., a Delaware corporation (the “Issuer”),
as obligor, for value received promises to pay to                     
or registered assigns, the principal sum of                      
Dollars on February 28, 2027 (the “Maturity Date”).


 


Interest Payment Dates: February 28 and
August 31.


 


Record Dates: February 15 and August 15
(whether or not a Business Day).


 


Reference is hereby made to the further
provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


[Remainder of Page Intentionally Blank]





 




     


     


    

IN WITNESS WHEREOF, the Issuer has caused
this Note to be signed manually or by facsimile by its duly authorized officer.


 


	 	 	 	 
	 	THE ISSUER:
	 	 
	 	CENTRUS ENERGY CORP.
	 	 	 
	 	By:	 	
 
	 	 	 	Name:
	 	 	 	Title:


 


	 	 	 
	Trustee’s Certificate of Authentication:
	 
	Dated:
	 
	This is one of the Notes referred to in the within-mentioned Indenture:
	 
	Delaware Trust Company, as Trustee
	 	 
	By:	 	
 
	 	 	Authorized Signatory


  




     


     


    

(Back of Regulation S Temporary Global Note)


8.25% NOTE DUE 2027 


Capitalized terms used herein shall have
the meanings assigned to them in the Indenture referred to below unless otherwise indicated.


1. Interest. Centrus Energy Corp.,
a Delaware corporation (the “Issuer”), as obligor, promises to pay interest on the principal amount of this
Note at the rate and in the manner specified below.


The Issuer shall pay, in cash, interest
on the principal amount of this Note, at the rate of 8.25% per annum from February 15, 2017 until maturity. The Issuer shall
pay interest semi-annually on February 28 and August 31 of each year, commencing on August 31, 2017, or if any such day is not
a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”).


Interest shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. Interest shall accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the Issue Date. To the extent lawful, the Issuer shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Code) on overdue principal in cash at the rate of 2% per annum in excess of
the then applicable interest rate on the Notes; the Issuer shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Code) on overdue installments of interest (without regard to any applicable grace periods) at the same rate
to the extent lawful and in the same method of payment as the previous interest period.


2. Method of Payment. The Issuer
shall pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of
business on the record date next preceding the Interest Payment Date, even if such Notes are cancelled after such record date and
on or before such Interest Payment Date. The Holder must surrender this Note to a Paying Agent to collect principal payments. The
Issuer shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of
public and private debts. The Issuer may pay principal and interest by check to a Holder’s registered address.


3. Paying Agent and Registrar. Initially,
the Trustee shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent, Registrar or co-registrar without
notice to any Holder. Subject to certain exceptions, any Subsidiary may act in any such capacity.





4. Indenture. The Issuer issued the
Notes under an Indenture dated as of February 14, 2017 (the “Indenture”) among the Issuer, the Note Guarantor
named therein, the Trustee and the Collateral Agent. The terms of the Indenture shall govern any inconsistencies between the Indenture
and the Notes. Terms not otherwise defined herein shall have the meanings assigned in the Indenture.





5. Optional Redemption. The Notes
shall be subject to redemption at the option of the Issuer, in whole or in part, at any time, at a price equal to 100% of the principal
amount of the Notes to be redeemed, plus any accrued and unpaid interest, up to the redemption date.


6. Mandatory Redemption. There shall
be no mandatory redemption of the Notes.


7. Denominations, Transfer, Exchange.
The Notes are in registered form without coupons in denominations of $1.00 and integral multiples of $1.00. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee shall require a Holder,
among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes
and fees required by law or permitted by the Indenture. The Registrar and the Issuer need not exchange or register the transfer
(i) of any Note or portion of a Note selected for redemption or (ii) of any Notes for a period of 15 days before a selection
of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.


8. Persons Deemed Owners. The registered
Holder of a Note may be treated as its owner for all purposes, subject to the provisions of the Indenture with respect to the record
dates for the payment of interest.




     


     


    

9. Amendments and Waivers. Subject
to certain exceptions, the Indenture or the Notes may be amended with the written consent of the Holders of at least a majority
in principal amount of the then outstanding Notes (including consents obtained in connection with a tender offer or exchange offer
for Notes), and any existing Default or Event of Default (except certain payment defaults) may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a tender
offer or exchange offer for Notes). Without the consent of any Holders, the Indenture, the Notes, the Security Documents and the
Intercreditor Agreements, may be amended or supplemented to cure any ambiguity, omission, defect or inconsistency, to provide for
assumption of the Issuer’s obligations to the Holders in the case of a merger or consolidation, to provide for uncertificated
Notes in addition to or in place of certificated Notes, to make any change that would provide any additional rights or benefits
to the Holders of the Notes, or that does not adversely affect the legal rights hereunder or under the Indenture or the Security
Documents of any Holder, to release the Guarantee of the Notes permitted to be released under the terms of the Indenture, to provide
for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture as of the Issue Date, or to
comply with the requirements of the Trustee and the Depositary (including its nominees) with respect to transfers of beneficial
interests in the Notes. Notwithstanding the foregoing, without the consent of not less than a majority in aggregate principal amount
of the Notes at the time outstanding, the Issuer, the Note Guarantor and the Collateral Agent may not amend or supplement the Security
Documents or waive or modify the rights of the Holders thereunder or the provisions of the Indenture relating thereto, in either
case, in a manner adverse to the Holders. In addition, unless otherwise provided in this Indenture, without the consent of the
Holders of not less than 66 2⁄3% in aggregate principal amount of the Notes at the time outstanding, the Issuer, the
Note Guarantor and the Trustee may not amend or supplement the Security Documents to release Collateral from the Liens created
by the Security Documents if the Fair Market Value of such Collateral exceeds $5,000,000.





10. Defaults and Remedies. If an
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare by written notice to the Issuer and the Trustee all the Notes to be due and payable immediately,
except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes become
due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee may require security and indemnity satisfactory to it before it enforces the Indenture or the Notes.
Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power. The Issuer must furnish an annual compliance certificate to the Trustee.


11. Subordination of the Notes. Payment
of principal of, premium on, if any, and interest, if any, on, the Notes is subordinated to the prior payment of Issuer Senior
Debt on the terms provided in the Indenture.


12. Trustee Dealings with Issuer.
The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform
services for the Issuer or its Affiliates, and may otherwise deal with the Issuer or its Affiliates, as if it were not Trustee.


13. No Recourse Against Others. No
director, member, manager, officer, employee, incorporator, stockholder or controlling person of the Issuer or the Note Guarantor,
as such, shall have any liability for any obligations of the Issuer or the Note Guarantor under the Notes, the Indenture or the
Security Documents or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance
of the Notes and the Guarantee. Notwithstanding the foregoing, nothing in this provision shall be construed as a waiver or release
of any claims under the Federal securities laws.


14. Authentication. This Note shall
not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.


15. Abbreviations. Customary abbreviations
may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties),
JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).




     


     


    

16. CUSIP and ISIN Numbers. Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers
to be printed on the Notes and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Holders.
In addition, the Issuer has caused ISIN numbers to be printed on the Notes and the Trustee may use ISIN numbers in notices of redemption
as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.


17. Governing Law. This Note and
the Indenture shall be construed, interpreted and the rights of the parties hereunder and thereunder shall be determined in accordance
with the laws of the State of New York, as applied to contracts made and performed within the State of New York, including, without
limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b).


The Issuer shall furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made to: Centrus Energy Corp., 6901 Rockledge Drive,
Suite 800, Bethesda, Maryland 20817, Attention: General Counsel.






     


     


    

ASSIGNMENT FORM 


To assign this Note, fill in the form below:


 


	 	 	 
	(I) or (we) assign and transfer this Note to	 	
 
	 	 	(Insert assignee’s legal name)


 


 






 


(Insert assignee’s soc. sec. or tax
I.D. no.)


 


 




 


 




 


 




 


 




(Print or type assignee’s name, address
and zip code)


and irrevocably appoint                                         
to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.


 


	 	 	 	 	 	 	 	 	 
	Date:	 	
 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	Your Signature:	 	
 
	 	 	 	 	 	 	 	 	(Sign exactly as your name appears on the face of this Note)


 


	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 Your Tax ID Number:	 	
 


Signature Guarantee*:


 


	*	NOTICE: The signature must be guaranteed by an institution which is a member of one of the following recognized signature guarantee programs: 


 


(1) The Securities Transfer Agent Medallion Program (STAMP);


 


(2) The New York Stock Exchange Medallion Program (MSP);


 


(3) The Stock Exchange Medallion Program (SEMP).





 




     


     


    

SCHEDULE OF EXCHANGES OF INTERESTS OR
INCREASES/DECREASES IN THE GLOBAL NOTE1


 


The initial outstanding principal amount
of this Global Note is $ . The following exchanges of a part of this Global Note for an interest in another Global Note or for
a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made:





	 	 	 	 	 	 	 	 	 
	
        Date of Exchange or Increase/Decrease
	 	Amount of decrease

in Principal Amount

of this Global Note	 	Amount of increase

in Principal Amount

of this Global Note	 	Principal Amount

of this Global Note

following such

decrease or increase	 	Signature of authorized

officer of Trustee
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 





 













	3 	This schedule should be included only if the Note is issued in global form. 


 








     


    









EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


Centrus Energy Corp.

6901 Rockledge Drive, Suite 800

Bethesda, Maryland 20817

Attention: General Counsel

Facsimile No.: (301) 564-3206


 


Delaware Trust Company

2711 Centerville Road, Suite 220

Wilmington, Delaware 19808

Attention: Corporate Trust Administration

Facsimile No.: 302-636-8666

Email: trust@delawaretrust.com


 


Re: 8.25% Notes due 2027


 


Reference is hereby
made to the Indenture, dated as of February 14, 2017 (the “Indenture”), between Centrus Energy Corp., United
States Enrichment Corporation and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them
in the Indenture.


 


[_______] (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount
of $[_______] in such Note[s] or interests (the “Transfer”), to [_______] (the “Transferee”),
as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.  ̈
Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant
to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment
discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A
in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.


 


2.  ̈
Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation
S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant
to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged
with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of
the Restricted Period (as defined in Regulation S), the transfer is not being made to a U.S. Person or for the account or benefit
of a U.S. Person (other than an initial purchaser of the Notes).


 




     

     


    

Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions
on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary
Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 


3.  ̈
Check and complete if Transferee will take delivery of a beneficial interest in the Accredited Investor Global Note or a
Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S. The Transfer
is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws
of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):


 


(a)        ̈
such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)        ̈
such Transfer is being effected to the Issuer or a subsidiary thereof;


 


or


 


(c)        ̈
such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act;


 


or


 


(d)        ̈
such Transfer is being effected to an Accredited Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with
the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the
form of Exhibit D to the Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer
of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached
to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the Accredited Investor Global Note and/or
the Restricted Definitive Notes and in the Indenture and the Securities Act.


 


4.  ̈
Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive
Note.


 


(a)  ̈
Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.


 


(b)  ̈
Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule
903 or Rule 904 under the Securities Act and in compliance with the transfer


 




     

     


    

restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation
of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note
will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.


 


(c)  ̈
Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with
an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     

     


    

This certificate and the statements contained
herein are made for your benefit and the benefit of the Issuer.


 


	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	Name:
	 	Title:


 


Date: _________


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




     

     


    

 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1. The Transferor owns and proposes to transfer
the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)    ̈    a
beneficial interest in the:


 


(i)      ̈      Rule
144A Global Note (CUSIP/ISIN: [ ]), or


 


(ii)     ̈      Regulation S
Global Note (CUSIP/ISIN: [ ]), or


 


(iii)     ̈
    Accredited Investor Global Note (CUSIP _________), or


 


(b)    ̈    a
Restricted Definitive Note.


 


2. After the Transfer the Transferee shall
hold:


 


[CHECK ONE]


 


(a)    ̈    a
beneficial interest in the:


 


(i)      ̈      Rule
144A Global Note (CUSIP/ISIN:[ ]), or


 


(ii)     ̈      Regulation S
Global Note (CUSIP/ISIN:[ ]), or


 


(iii)    ̈
    Accredited Investor Global Note (CUSIP _________), or


 


(b)    ̈    a
Restricted Definitive Note; or


 


(c)    ̈    an
Unrestricted Definitive Note; or


 


(d)    ̈   Accredited
Investor Global Note (CUSIP _________),


 


 


in accordance with the terms of the Indenture.


 


 






     

     


    









EXHIBIT C 


 


FORM OF CERTIFICATE OF EXCHANGE


 


Centrus Energy Corp.

6901 Rockledge Drive, Suite 800

Bethesda, Maryland 20817

Attention: General Counsel

Facsimile No.: (301) 564-3206


 


Delaware Trust Company

2711 Centerville Road, Suite 220

Wilmington, Delaware 19808

Attention: Corporate Trust Administration

Facsimile No.: 302-636-8666

Email: trust@delawaretrust.com


 


Re: 8.25% Notes due 2027


 


Reference is hereby
made to the Indenture, dated as of February 14, 2017 (the “Indenture”), between Centrus Energy Corp., United
States Enrichment Corporation and the Trustee. Capitalized terms used but not defined herein shall have the meanings given to them
in the Indenture.


 


[________] (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $[________]
in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES
OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED
GLOBAL NOTE


 


(a)    ̈  
CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE.
In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest
in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as
amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.


 


(b)    ̈      CHECK
IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


 


(c)    ̈      CHECK
IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner’s
Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance




     

     


    

with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities
Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state
of the United States.


 


(d)    ̈      CHECK
IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner’s Exchange of
a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive
Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.


 


2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES
OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
NOTES


 


(a)    ̈      CHECK
IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.
Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued
shall continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Note and in the Indenture and the Securities Act.


 


(b)    ̈      CHECK
IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]   ̈ Rule
144A Global Note,  ̈ Accredited Investor Global Note or  ̈ Regulation S
Global Note, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for
the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any
applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued shall be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


        




     

     


    

This certificate and the statements contained
herein are made for your benefit and the benefit of the Issuer and are dated ___________.


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


Date: _________


 




 



     

     


    








EXHIBIT D


 










FORM OF CERTIFICATE FROM

ACQUIRING ACCREDITED INVESTOR


 


Centrus Energy Corp.


6901 Rockledge Drive, Suite 800


Bethesda, Maryland 20817


 


Delaware Trust Company


2711 Centerville Road, Suite 220


Wilmington, Delaware 19808


 


 


Re:
8.25% Notes due 2027


 


Reference
is hereby made to the Indenture, dated as of February 14, 2017 (the “Indenture”),
between Centrus Energy Corp., a Delaware corporation, as issuer (the “Issuer”), the Guarantors party thereto,
and Delaware Trust Company, a Delaware state chartered trust company, as Trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture. 


 


In connection with
our proposed purchase of $____________ aggregate principal amount of:


 


(a)  ̈
     a beneficial interest in a Global Note, or


 


(b)  ̈
     a Definitive Note,


 


we confirm that:


 


1.       We
understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions
set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended
(the “Securities Act”).


 


2.       We
understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of
any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do
so only (A) to the Issuer or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified
institutional buyer” (as defined therein), (C) to an “accredited investor” (as defined below) that, prior to
such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Issuer a signed letter substantially
in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less
than $250,000, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such transfer is in compliance
with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under
the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global
Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser
that resales thereof are restricted as stated herein.


 




     

     


    




EXHIBIT D


 







 


3.       We
understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and
the Issuer such certifications, legal opinions and other information as you and the Issuer may reasonably require to confirm that
the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend
to the foregoing effect.


 


4.       We
are an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) and have such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes,
and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.


 


5.       We
are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of
which is an “accredited investor”) as to each of which we exercise sole investment discretion.


 


You and the Issuer
are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


 





	 	 	 	 
	 	 	[Insert Name of Accredited Investor]
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:







 


Dated: _______________________


 


 


 




 



     

     


    









EXHIBIT E





 


FORM OF NOTATION OF GUARANTEE


 





For value received, United States Enrichment
Corporation (the “Note Guarantor”) (which term includes any successor Person under the Indenture) has unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of February 14, 2017
(the “Indenture”) among Centrus Energy Corp., (the “Issuer”), the Note Guarantor and Delaware
Trust Company, as trustee and collateral agent (the “Trustee”), (i) the due and punctual payment of the principal
and premium, if any, of, and interest on, the Notes, whether at the Maturity Date or on an interest payment date, by acceleration,
call for redemption or otherwise; (ii) the due and punctual payment of interest on the overdue principal and premium, if any,
of, and interest on, the Notes, if lawful; (iii) the due and punctual payment and performance of all other Obligations of
the Issuer under the Notes, the Indenture and the Security Documents, all in accordance with the terms set forth in the Indenture
and in the Notes and the Security Documents; and (iv) in case of any extension of time of payment or renewal of any Notes
or any of such other Obligations under the Indenture or under the Notes or the Security Documents, the due and punctual payment
or performance thereof in accordance with the terms of the extension or renewal, whether at the Maturity Date, by acceleration
or otherwise. The obligations of the Note Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions,
(b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for
such purpose.


 


The obligations of the Note Guarantor under
its Guarantee, the Indenture and the Security Documents are not obligations of, or guaranteed as to principal or interest by, the
United States of America.


 


Capitalized terms used but not defined herein
have the meanings given to them in the Indenture.


 


	 	 	 	 
	 	UNITED STATES ENRICHMENT CORPORATION
	 	 	 
	 	By:	 	
 


	 	Name:	 	 
	 	Title:	 	 


 


 








     

     


    






EXHIBIT F


FORM OF JUNIOR PAYMENT SUBORDINATION
AGREEMENT


 




     


     


    

 


 


 


NOTE SUBORDINATION AGREEMENT 


 


THIS NOTE SUBORDINATION AGREEMENT
(this “Agreement”) is entered into as of February 14, 2017, by and among United States Enrichment
Corporation, a Delaware corporation (the “Company”), as Issuer Senior Debt Representative for the Initial
Issuer Senior Debt Claimholders (as defined below) (collectively, in such capacity and together with its successors from time to
time in such capacity, the “Initial Issuer Senior Debt Representative”), DELAWARE TRUST COMPANY, a Delaware
state chartered trust company duly organized and existing under the laws of the State of Delaware, as Trustee, for the Holders
under the Indenture (as defined below) (in such capacity and together with its successors from time to time in such capacity, the
“Trustee”), and each additional Issuer Senior Debt Representative that from time to time becomes a party hereto
pursuant to Section 3.7 hereof, and acknowledged and agreed to by Centrus Energy Corp. (the “Issuer”).
Capitalized terms used in this Agreement have the meaning assigned to them in Section 1 below and capitalized terms
used and not otherwise defined herein have the meaning set forth in the Indenture as in effect on February 14, 2017.


 


RECITALS 


 


The Company and the Issuer have entered
into the Second Amended and Restated Demand Note, dated as of January 24, 2014 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Initial Issuer Senior Debt Agreement”);


 


The Issuer, the Company, the Trustee and
Delaware Trust Company as collateral agent have previously entered into the Indenture, dated as of February 14, 2017 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”);


 


The obligations of the Issuer under the
Indenture are subordinated in right of payment to all Issuer Senior Debt on the terms set forth herein;


 


Certain holders of Issuer Senior Debt (or
their agent(s)) are or may become a party hereto as provided herein and any holder of Issuer Senior Debt that does not become a
party hereto is intended to be an express third party beneficiary hereof;


 


The Indenture provides, among other things,
that the Trustee will execute and deliver this Agreement at the request of any holder of Issuer Senior Debt or their representative;
and


 


In consideration of the foregoing, the mutual
covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, each of the Initial Issuer Senior Debt Representative (for itself and on behalf of each other Initial
Issuer Senior Debt Claimholder), the Trustee (for itself and on behalf of each Holder) and each additional Issuer Senior Debt Representative
(for itself and on behalf of each other Additional Issuer Senior Debt Claimholder represented by it), intending to be legally bound,
hereby agrees as follows:


 


NOW, THEREFORE, the parties hereto
hereby agree as follows:


 


	1.	Definitions. The following terms shall have the following meaning in this Agreement: 


 


“Agreement” has the meaning given
to such term in the preamble hereto.


 


“Additional Issuer Senior Debt Claimholders”
means, with respect to each Additional Issuer Senior Debt Representative, all Persons who from time to time hold Issuer Senior
Debt with respect to which such Additional Senior Debt Representative is the agent, trustee or other representative. In the event
any Additional Issuer Senior Debt Representative is not acting in a representative capacity, then references to the Additional
Issuer Senior Debt Claimholders for such Series will refer to such Additional Issuer Senior Debt Representative.


 




     


     


    

 


“Additional Issuer Senior Debt Representative”
means each Person who becomes a party hereto as an Issuer Senior Debt Representative after the date hereof in accordance with Section 3.7
hereof.


 


“Claimholder” means the Issuer Senior
Debt Claimholders, the Trustee and the Holders.


 


“Company” has the meaning ascribed
to it in the introductory paragraph of this Agreement together with all successors thereto.


 


“Discharge” means, except to the extent
otherwise provided in Section 3.20 hereof, with respect to any Series of Issuer Senior Debt, that each of the following
has occurred:


 


(a) payment in full in cash of the principal
of and interest (including interest accruing on or after the commencement of any filing or proceeding under the Bankruptcy Code,
whether or not such interest would be allowed in such proceeding) on all Indebtedness outstanding under the applicable documents
governing or evidencing such Series of Issuer Senior Debt;


 


(b) payment in full in cash of all other
obligations under the applicable documents governing or evidencing such Series of Issuer Senior Debt that are due and payable or
otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations
for which no claim or demand for payment, whether oral or written, has been made at such time);


 


(c) termination or expiration of all commitments,
if any, to extend credit that would constitute Issuer Senior Debt under such Series; and


 


(d) termination or cash collateralization
(in an amount and manner reasonably satisfactory to the applicable letter of credit issuer, but in no event in an amount greater
than 105% of the aggregate undrawn face amount), or the making of other arrangements satisfactory to the applicable letter of credit
issuer of all letters of credit issued under the applicable documents governing or evidencing such Series of Issuer Senior Debt.


 


The term “Discharged” has a corresponding
meaning.


 


“Indenture” has the meaning given
to such term in the recitals hereto.


 


“Initial Issuer Senior Debt Agreement”
has the meaning given to such term in the recitals hereto.


 


“Initial Issuer Senior Debt Claimholders”
means all Persons who from time to time hold Issuer Senior Debt with respect to which the Initial Senior Debt Representative is
the agent, trustee or other representative.


 


“Initial Issuer Senior Debt Representative”
has the meaning given to such term in the preamble hereto.


 


“Issuer” has the meaning given to
such term in the preamble hereto.


 


“Issuer Senior Debt Claimholders”
means the Initial Issuer Senior Debt Claimholders and any Additional Issuer Senior Debt Claimholders.


 


“Notes Payment Blockage Notice” has
the meaning given to such term in Section 2.3(a)(ii).


 


“Recovery” has the meaning given to
such term in Section 3.22.


 


“Refinance” means, in respect of any
Issuer Senior Debt, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay, or
to issue other Issuer Senior Debt in exchange or replacement for, such Issuer Senior Debt in whole or in part and regardless of
whether the principal amount of such Refinancing Issuer Senior Debt is the same, greater than, or less than the principal amount
of the Refinanced Issuer Senior Debt. “Refinanced” and “Refinancing” shall have correlative
meanings.


 




     


     


    

 


“Series” means the Issuer Senior Debt
described under any of clauses (1) through (3) of the definition of Issuer Senior Debt in the Indenture, with the Issuer
Senor Debt described in each such clause constituting a separate Series of Issuer Senior Debt.


 


“Trustee” has the meaning given to
such term in the preamble hereto.


 


	2.	Subordination. 


 


2.1 Subordination of Subordinated
Debt to Senior Debt. The Issuer agrees, and the Trustee agrees on behalf of each Holder, that the Indebtedness evidenced
by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 2, to the prior payment
in full of all Issuer Senior Debt (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed),
and that the subordination is for the benefit of and enforceable by holders of Issuer Senior Debt. The Indebtedness evidenced by
the Notes shall in all respects rank pari passu in right of payment with all existing and future unsubordinated Indebtedness
of the Issuer (other than Issuer Senior Debt) and will be senior in right of payment to all existing and future subordinated Indebtedness
of the Issuer; and only Indebtedness that is Issuer Senior Debt shall rank senior to the Indebtedness evidenced by the Notes in
accordance with the provisions set forth herein. All provisions of this Article 2 shall be subject to Section 2.11
hereof.


 


2.2 Liquidation, Dissolution, Bankruptcy.
Upon any payment or distribution of the assets of the Issuer to creditors upon a total or partial liquidation or a total or partial
dissolution of the Issuer or in a bankruptcy, reorganization, insolvency, receivership of or similar proceeding relating to the
Issuer or its property, in an assignment for the benefit of creditors or in any marshaling of the Issuer’s assets and liabilities:


 


(a) holders of Issuer Senior Debt
shall be entitled to receive payment in full in cash of such Issuer Senior Debt (including interest accruing after, or which would
accrue but for, the commencement of any such proceeding at the rate specified in the applicable Issuer Senior Debt, whether or
not a claim for such interest would be allowed) before the Holders of Notes shall be entitled to receive any payment with respect
to the Notes; and


 


(b) until all Obligations with respect to
the Issuer Senior Debt (as provided in clause (a) above) are paid in full in cash, any payment or distribution to which
Holders of Notes would be entitled but for this Article 2 shall be made to holders of Issuer Senior Debt as their interests
may appear.


 


2.3 Default on Issuer Senior Debt.


 


(a) The Issuer may not make any
payment or distribution to the Trustee or any Holder in respect of Obligations with respect to the Notes and may not acquire from
the Trustee or any Holder any Notes for cash or property until all principal and other Obligations with respect to the Issuer Senior
Debt have been paid in full if:


 


(i) a payment default on Issuer
Senior Debt occurs and is continuing; or


 


(ii) any other default occurs and is continuing on any Issuer Senior Debt
that permits the holders of such Issuer Senior Debt to accelerate its maturity, or otherwise demand its payment,
and the Trustee receives a notice of such default (a “Notes Payment Blockage Notice”) from the
Issuer or the holders of such Issuer Senior Debt.


 


(b) The Issuer may and will resume payments or any distributions
in respect of the Notes and may acquire them upon the earlier of:


 


(i) in the case of a payment default with respect to
any Issuer Senior Debt, the date upon which such default is cured or waived, and


 


(ii) in the case of a nonpayment
default with respect to any Issuer Senior Debt, upon the earlier of the date on which such nonpayment default is cured or waived
and 179 days after the date on which the applicable Notes Payment Blockage Notice is received, unless in the case of this clause
(ii), the maturity of any Issuer Senior Debt has been accelerated or demand for payment of such Issuer Senior Debt made, and such
acceleration or demand for payment has not been waived




     


     


    

 


or cancelled, if this Article 2 otherwise permits such
payment, distribution or acquisition at the time of such payment, distribution or acquisition.


 


2.4 Demand for Payment. If
payment of the Notes is accelerated because of an Event of Default, the Issuer or the Trustee will promptly notify holders of the
Issuer Senior Debt, of the acceleration; provided that any failure to give such notice shall have no effect whatsoever on the provisions
of this Article 2. If any Issuer Senior Debt is outstanding, the Issuer may not make a payment of the Notes until ten (10) Business
Days after holders of such Issuer Senior Debt receive notice of such acceleration and, thereafter, may make a payment of any Obligations
with respect to the Notes only if this Agreement, the Indenture and federal law otherwise permits payment at that time.


 


2.5 When Distribution Must be Paid
Over. In the event that the Trustee or any Holder of the Notes receives any payment of, or any distributions with respect
to, any Obligations with respect to the Notes at a time when the payment is prohibited by Section 2.3 hereof and the
Trustee or the Holder, as applicable, has actual knowledge that the payment is prohibited by Section 2.3 hereof, such
payment will be held by the Trustee or such Holder, in trust for the benefit of, and will be paid forthwith over and delivered
upon written request to, holders of Issuer Senior Debt as their interests may appear under the agreement, indenture or other document
(if any) pursuant to which any Issuer Senior Debt may have been issued or incurred, for application to the payment of all Obligations
with respect to Issuer Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with
their terms, after giving effect to any concurrent payment or distribution to or for the holders of Issuer Senior Debt.


 


2.6 Subrogation. After all
Issuer Senior Debt is Discharged and until the Notes are paid in full, Holders of Notes will be subrogated to the rights of the
holders of Issuer Senior Debt to receive distributions applicable to such Issuer Senior Debt to the extent that distributions otherwise
payable to the Holders of Notes have been applied to the payment of such Issuer Senior Debt. A distribution made under this Article
2 to the holders of Issuer Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Issuer and
Holders, a payment by the Issuer on the Notes.


 


2.7 Relative Rights. This
Article 2 defines the relative rights of Holders of Notes and holders of Issuer Senior Debt. Nothing in this Agreement will:


 


(a) impair, as between the Issuer
and Holders of Notes, the obligation of the Issuer, which is absolute and unconditional, to pay principal of, premium, if any,
on, and interest, if any, on, the Notes in accordance with their terms;


 


(b) affect the relative rights
of Holders of Notes and creditors of the Issuer other than their rights in relation to holders of Issuer Senior Debt; or


 


(c) prevent the Trustee or any
Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders of
Issuer Senior Debt to receive distributions and payments otherwise payable to Holders of Notes and such other rights of holders
of Issuer Senior Debt as set forth herein.


 


2.8 Subordination May Not Be Impaired
by the Issuer. No right of the holders of Issuer Senior Debt to enforce the subordination of the Indebtedness evidenced
by the Notes may be impaired by any act or failure to act by the Issuer or any Holder or by the failure of the Issuer or any Holder
to comply with the Indenture or this Agreement.


 


2.9 Rights of Trustee and Paying Agent.


 


(a) Notwithstanding the provisions
of this Article 2 or any provision of the Indenture, the Trustee will not be charged with knowledge of the existence of any facts
that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least three (3) Business Days
prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes
to violate this Article 2. Only the Issuer or holders of Issuer




     


     


    

 


Senior Debt may give the notice. Nothing in this Article
2 will impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 of the Indenture.


 


(b) The Trustee shall have no
responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with
respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership
interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than
DTC) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other
security or property) under or with respect to such Notes.


 


All notices and communications to be given
to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to the registered Holders
(which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised
only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying
upon information furnished by DTC with respect to its members, participants and any beneficial owners.


 


The Trustee shall have no obligation or
duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable
law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members
or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence
as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same
to determine substantial compliance as to form with the express requirements hereof.


 


2.10 Article 2 Not to Prevent Events
of Default or Limit Right to Demand Payment. The failure of the Issuer to make a payment on the Notes by reason of any
provision in this Article 2 shall not be construed as preventing the occurrence of a Default by the Issuer. Nothing in this Article
2 shall have any effect on the right of the Holders or the Trustee to make a demand for payment on the Notes pursuant to Article
2 of the Indenture.


 


2.11 Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of Government Securities held in
trust by the Trustee for the payment of principal of and interest on the Notes pursuant to Article 8 or Article 12 of the Indenture
shall not be subordinated to the prior payment of any Issuer Senior Debt or subject to the restrictions set forth in this Article
2, and none of the Holders shall be obligated to pay over any such amount to the Issuer or holders of Issuer Senior Debt or any
other creditor of the Issuer, provided that, the subordination provisions of this Article 2 were not violated at the time the applicable
amounts were deposited in trust pursuant to Article 8 or Article 12 of the Indenture, as the case may be.


 


2.12 Trustee Entitled to Rely.
Upon any payment or distribution of assets of the Issuer referred to in this Article 2, the Trustee and the Holders of Notes will
be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred
to in Section 2.12 hereof are pending or upon any certificate of such representative or of the liquidating trustee
or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of Issuer Senior Debt and other Indebtedness of the
Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 2. In the event that the Trustee determines, in good faith, that evidence is required with respect to
the right of the holders of Issuer Senior Debt to participate in any payment or distribution pursuant to this Article 2, the Trustee
shall be entitled to request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
such Issuer Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution
and other facts pertinent to the rights of such Person under this Article 2 and, if such evidence is not furnished, the Trustee
shall be entitled to defer any payment to such Person pending judicial determination as to the right of such Person to receive
such payment. The provisions of Section 7.01 and Section 7.02 of the Indenture shall be applicable to all
actions or omissions of actions by the Trustee pursuant to this Article 2.


 


2.13 Trustee to Effectuate Subordination.
This Agreement is intended to effectuate the subordination provided in Article 2 of the Indenture as contemplated by Section 2.27
of the Indenture.




     


     


    

 


2.14 Trustee Not Fiduciary for Holders
of Issuer Senior Debt. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Issuer Senior Debt and
shall not be liable to any such holder if it shall mistakenly pay over or distribute to or on behalf of Holders or any other Person,
money or assets to which holders of Issuer Senior Debt shall be entitled by virtue of this Article 2 or otherwise, except if such
payment is made as a result of the willful misconduct or gross negligence of the Trustee.


 


2.15 Reliance by Holders of Senior
Debt on Subordinated Provisions. Each Holder pursuant to the Indenture and by accepting a Note, has acknowledged and agreed
that provisions comparable to those in this Article 2 hereof are, and are intended to be, an inducement and a consideration to
holders of Issuer Senior Debt, whether such Issuer Senior Debt was created or acquired before or after the issuance of the Notes,
to acquire and continue to hold, or to continue to hold, such Issuer Senior Debt and holders of such Issuer Senior Debt shall be
deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold,
such Issuer Senior Debt.


 


Without in any way limiting the generality
of the foregoing paragraph, holders of Issuer Senior Debt may, at any time and from time to time, without the consent of or notice
to the Trustee or the Holders, without incurring liability to the Trustee or the Holders and without impairing or releasing the
subordination provided in this Article 2 or the obligations hereunder of the Holders to holders of Issuer Senior Debt, do any one
or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter,
any Issuer Senior Debt, or otherwise amend or supplement in any manner any Issuer Senior Debt, or any instrument evidencing the
same or any agreement under which any Issuer Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing any Issuer Senior Debt; (iii) release any Person liable in any manner
for the payment or collection of any Issuer Senior Debt; and (iv) exercise or refrain from exercising any rights against the
Issuer and any other Person.


 


	3.	Miscellaneous


 


3.1 Integration/Conflicts. This
Agreement and the Indenture represent the entire agreement with respect to the subject matter hereof and thereof, and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. There are
no promises, undertakings, representations or warranties by the Trustee or the Holders relative to the subject matter hereof and
thereof not expressly set forth or referred to herein or therein. In the event of any conflict between the provisions of this Agreement
and the provisions of the Indenture, the provisions of this Agreement shall govern and control.


 


3.2 Effectiveness; Continuing Nature
of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto.
This is a continuing agreement of payment subordination and the Issuer Senior Debt Claimholders may continue, at any time and without
notice to the Trustee or any Holder, to extend credit and other financial accommodations and lend monies to or for the benefit
of the Issuer constituting Issuer Senior Debt in reliance hereon. The terms of this Agreement shall survive, and shall continue
in full force and effect, in any filing or proceeding under the Bankruptcy Code. Any provision of this Agreement that is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations
to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to those of the invalid, illegal or unenforceable provisions. All references to the Issuer shall include the Issuer as
debtor and debtor-in-possession and any receiver, trustee or similar person acting for the Issuer (as the case may be) in any proceeding
under the Bankruptcy Code. This Agreement shall terminate and be of no further force and effect:


 


(a) with respect to any Issuer
Senior Debt Representative and the Issuer Senior Debt Claimholders represented by it and their Issuer Senior Debt Obligations,
on the date on which the Issuer Senior Debt Obligations of such Issuer Senior Debt Claimholders are Discharged subject to the rights
of such Issuer Senior Debt Claimholders under Section 3.20 and Section 3.21; and




     


     


    

 


(b) with respect to the Trustee
and the Holders on the date that all Issuer Senior Debt has been Discharged subject to the rights of such Issuer Senior Debt Claimholders
under Section 3.20 and Section 3.21;


 


provided, however, that in each case, such termination
shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.


 


3.3 Amendments; Waivers


 


(a) No amendment, modification
or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall be in writing signed on behalf
of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect to the specific instance
involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such
party in any other respect or at any other time. Notwithstanding the foregoing, the Issuer shall not have any right to consent
to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent its rights are directly
and adversely affected.


 


(b) Notwithstanding the foregoing,
without the consent of the Issuer or any party hereto any Person holding Issuer Senior Debt or their agent, trustee or representative
may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 3.7 of this Agreement
and upon such execution and delivery, such Additional Issuer Senior Representative and the Additional Issuer Senior Debt Claimholders
represented thereby shall be subject to the terms hereof.


 


3.4 Information Concerning Financial
Condition of the Issuer and its Subsidiaries. The Issuer Senior Debt Representatives and the Issuer Senior Debt Claimholders,
on the one hand, and the Holders, on the other hand, shall each be responsible for keeping themselves informed of (a) the
financial condition of the Issuer, its Subsidiaries and any endorsers and guarantors of the Issuer Senior Debt Obligations or the
Notes and (b) all other circumstances bearing upon the risk of nonpayment of the Issuer Senior Debt Obligations or the Notes.
The Issuer Senior Debt Representatives and the other Issuer Senior Debt Claimholders, on the one hand, and the Holders, on the
other hand, shall have no duty to advise of information known to it or them regarding such condition or any such circumstances
or otherwise. In the event any Claimholder, in its sole discretion, undertakes at any time or from time to time to provide any
such information to any other Claimholder, it shall be under no obligation:


 


(a) to make, and such Claimholder
shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness
or validity of any such information so provided;


 


(b) to provide any additional
information or to provide any such information on any subsequent occasion;


 


(c) to undertake any investigation;
or


 


(d) to disclose any information,
which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise
required to maintain confidential.


 


3.5 Subrogation. With respect
to the value of any payments or distributions in cash, property or other assets that any of the Trustee or the Holders pays over
to any of the Issuer Senior Debt Representatives or the other Issuer Senior Debt Claimholders under the terms of this Agreement,
the Trustee or such Holders shall be subrogated to the rights of such Issuer Senior Debt Representatives or the other Issuer Senior
Debt Claimholders; provided that the Trustee, on behalf of itself and each Holder, hereby agrees not to assert or enforce any such
rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of all Issuer Senior Debt has occurred.
The Company acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received
by the Trustee or any Holder that are paid over to any Issuer Senior Debt Representatives or the other Issuer Senior Debt Claimholders
pursuant to this Agreement shall not reduce any of the obligations under the Indenture.


 


 


3.6 Application of Payments.
All payments received by any Issuer Senior Debt Representative or other Issuer Senior Debt Claimholder may be applied, reversed
and reapplied, in whole or in part, to such part of the


 




     


     


    

 


Issuer Senior Debt Obligations provided for in the applicable
Issuer Senior Debt or the documents evidencing or governing such Issuer Senior Debt (subject to any agreement among the Issuer
Senior Debt Representatives). The Trustee, on behalf of itself and each Holder, agrees to any extension or postponement of the
time of payment of the Issuer Senior Debt Obligations or any part thereof and to any other indulgence with respect thereto, to
any substitution, exchange or release of any payment which may at any time secure any part of the Issuer Senior Debt Obligations
and to the addition or release of any other Person primarily or secondarily liable therefor.


 


3.7 Additional Issuer Senior Debt
Claims. Any Person holding Issuer Senior Debt or their agent, trustee or representative may, but is not obligated to, become
a party hereto by execution and delivery of a joinder agreement in substantially the form of Exhibit A hereto.


 


3.8 Agency Capacities. The
Company is acting in the capacity of Initial Issuer Senior Debt Representative solely for the Initial Issuer Senior Debt Claimholders.
Each other Issuer Senior Debt Representative is acting in the capacity of Issuer Senior Debt Representative solely for the Issuer
Senior Debt Claimholders for which it has been appointed agent, trustee or other representative. The Trustee is acting as Trustee
solely for the Holders.


 


3.9 Submission to Jurisdiction; Certain
Waivers. Each of the Issuer and each Issuer Senior Debt Representative and the Trustee, on behalf of itself and each other
applicable Claimholder represented by it, hereby irrevocably and unconditionally:


 


(a) submits for itself and its
property in any legal action or proceeding relating to this Agreement (whether arising in contract, tort or otherwise) to which
it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of
the courts of the State of New York sitting in the Borough of Manhattan, the courts of the United States for the Southern District
of New York sitting in the Borough of Manhattan, and appellate courts from any thereof;


 


(b) agrees that all claims in
respect of any such action or proceeding shall be heard and determined in such New York state court or, to the fullest extent permitted
by applicable law, in such federal court;


 


(c) agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law and that nothing in this Agreement shall affect any right that any Claimholder may otherwise have
to bring any action or proceeding relating to this Agreement against the Issuer or any of its assets in the courts of any jurisdiction;


 


(d) waives, to the fullest extent
permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding
arising out of or relating to this Agreement in any court referred to in paragraph (a) of this Section 3.9 (and
irrevocably waives to the fullest extent permitted by applicable law the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court);


 


(e) consents to service of process
in any such proceeding in any such court by registered or certified mail, return receipt requested, to the applicable party at
its address provided in accordance with Section 3.11 (and agrees that nothing in this Agreement will affect the right
of any party hereto to serve process in any other manner permitted by applicable law);


 


(f) agrees that service as provided
in clause (e) above is sufficient to confer personal jurisdiction over the applicable party in any such proceeding in any
such court, and otherwise constitutes effective and binding service in every respect; and


 


(g) waives, to the maximum extent
not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential damages.


 


3.10 WAIVER OF JURY TRIAL.


 


EACH PARTY HERETO AND THE COMPANY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY




     


     


    

(WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON
LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO AND THE COMPANY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO AND THE ISSUER
FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 




3.11 Notices. All notices
to the Holders and the Issuer Senior Debt Claimholders permitted or required under this Agreement shall also be sent to the Trustee
and the applicable Issuer Senior Debt Representative, respectively. Unless otherwise specifically provided herein, any notice hereunder
shall be in writing and may be personally served or sent by facsimile or United States mail or courier service and shall be deemed
to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of facsimile
or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes
hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto or
in the Joinder Agreement pursuant to which it becomes a party hereto, or, as to each party, at such other address as may be designated
by such party in a written notice to all of the other parties.


 


3.12 Further Assurances. Each
Issuer Senior Debt Representative, on behalf of itself and each other Issuer Senior Debt Claimholder represented by it, the Trustee,
on behalf of itself and each Holder, and the Issuer agrees that it shall take such further action and shall execute and deliver
such additional documents and instruments (in recordable form) as is required for any Issuer Senior Debt Representative to effectuate
the terms of and the payment priorities contemplated by this Agreement.


 


3.13 APPLICABLE LAW. THIS
AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). 


 


3.14 Binding on Successors and Assigns.
This Agreement shall be binding upon the Issuer Senior Debt Representatives, the other Issuer Senior Debt Claimholders, the Trustee,
the Holders, the Issuer and its successors and assigns from time to time. If any of the Issuer Senior Debt Representatives or the
Trustee resigns or is replaced pursuant to the applicable documents evidencing or governing the applicable Issuer Senior Debt or
the Indenture, its successor shall be deemed to be a party to this Agreement and shall have all the rights of, and be subject to
all the obligations of, this Agreement. No provision of this Agreement will inure to the benefit of a trustee, debtor-in-possession,
creditor trust or other representative of an estate or creditor of the Issuer.


 


3.15 Section Headings. The
section headings and table of contents used in this Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose, be given any substantive effect, affect the construction hereof or be
taken into consideration in the interpretation hereof.


 


3.16 Counterparts. This Agreement
may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile
or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g. a document
in “pdf” or “tif ” format sent by electronic mail) shall be effective as delivery of a manually executed
counterpart hereof.




     


     


    

 


3.17 Authorization. By its
signature, each Person executing this Agreement, on behalf of such Person but not in his or her personal capacity as a signatory,
represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement.


 


3.18 Third Party Beneficiaries/ Provisions
Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each
of the Issuer Senior Debt Claimholders and the Holders and their respective successors and assigns from time to time. Each holder
of any Issuer Senior Debt that is not (either directly or through an agent) a party hereto shall be an express third party beneficiary
hereof. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Issuer
Senior Debt Representatives and the other Issuer Senior Debt Claimholders on the one hand and the Trustee and the Holders on the
other hand. Other than as set forth in Section 3.3 and in Section 3.6, none of the Issuer or any other
creditor thereof shall have any rights hereunder and the Issuer may not rely on the terms hereof. Nothing in this Agreement is
intended to or shall impair the obligations of the Issuer, which are absolute and unconditional, to pay the obligations under Issuer
Senior Debt and the Notes, the Indenture and the Security Documents as and when the same shall become due and payable in accordance
with their terms.


 


3.19 No Indirect Actions.
Unless otherwise expressly stated, if a party may not take an action under this Agreement, then it may not take that action indirectly,
or support any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking
an action that is not expressly prohibited for the party but is intended by the party to have substantially the same effects as
the prohibited action.


 


3.20 When Discharge of Obligations
Deemed to Not Have Occurred. If contemporaneously with the Discharge of Issuer Senior Debt, the Company enters into any
Refinancing of such Issuer Senior Debt, then such Discharge of Issuer Senior Debt shall automatically be deemed not to have occurred
for all purposes of this Agreement and the obligations under such Refinancing of the applicable Issuer Senior Debt shall automatically
be treated as Issuer Senior Debt for all purposes of this Agreement.


 


3.21 Avoidance Issues. If
any Issuer Senior Debt Claimholder is required as a result of any filing or proceeding under the Bankruptcy Code or otherwise to
turn over or otherwise pay to the estate of the Issuer any amount paid in respect of Issuer Senior Debt Obligations (a “Recovery”),
then such Issuer Senior Debt Claimholder shall be entitled to a reinstatement of its Issuer Senior Debt Obligations with respect
to all such recovered amounts on the date of such Recovery, and from and after the date of such reinstatement the Discharge of
Issuer Senior Debt Obligations shall be deemed not to have occurred for all purposes hereunder. If this Agreement shall have been
terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall
not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement.
This Section 3.21 shall survive termination of this Agreement.


 


 


[Remainder of this page intentionally left
blank]


 


 




     


     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Note Subordination Agreement as of the date first written above.


 


	 	 	 
	UNITED STATES ENRICHMENT CORPORATION
	 
	as Initial Issuer Senior Debt Representative
	 	 
	By:	 	

	 	 	Name:
	 	 	Title:
	 	 
	 	 	United States Enrichment Corporation
	 	 	6901 Rockledge Drive, Suite 800
	 	 	Bethesda, Maryland 20817
	 	 	Attention: General Counsel
	 	 	Facsimile No.: (301) 564-3206
	 
	
        DELAWARE TRUST COMPANY,

        as Trustee

         

	 	 
	By:	 	

	 	 	Name:
	 	 	Title:
	 	 
	 	 	Delaware Trust Company
	 	 	2711 Centerville Road, Suite 220
	 	 	Wilmington, Delaware 19808
	 	 	Attention: Corporate Trust Administration
	 	 	Facsimile No.: 302-636-8666
	 	 	Email: trust@delawaretrust.com
	 	 
	 	 	With a copy to counsel:
	 	 
	 	 	
        Mark R. Somerstein, Esq.

        Ropes & Gray LLP

        1211 Avenue of the Americas

        New York, NY 10036-8704

        Email: mark.somerstein@ropesgray.com

	 	 



[Signature Page to Note Subordination Agreement]


 



     


     


    

 


	Acknowledged and Agreed to by:
	 
	Centrus Energy Corp.
	 	 
	By:	 	

	 	 	Name:
	 	 	Title:
	 	 
	 	 	Centrus Energy Corp.
	 	 	6901 Rockledge Drive, Suite 800
	 	 	Bethesda, Maryland 20817
	 	 	Attention: General Counsel
	 	 	
        Facsimile No.: (301) 564-3206

         




 


[Signature Page to Note Subordination Agreement]


 


 


 


 




     


     


    

 


[FORM OF] JOINDER AGREEMENT NO. [    ]
dated as of [        ], 20[    ] to the NOTE SUBORDINATION AGREEMENT
dated as of February 14, 2017 (the “Note Subordination Agreement”), among UNITED STATES ENRICHMENT CORPORATION,
a Delaware Corporation, as Initial Issuer Senior Debt Representative, [DELAWARE TRUST COMPANY, as Trustee], and the additional
Issuer Senior Debt Representatives from time to time a party thereto, and acknowledged and agreed to by Centrus Energy Corp., a
Delaware corporation (the “Issuer”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Note Subordination Agreement.


 


The undersigned Additional Issuer Senior
Debt Representative (the “New Representative”) is executing this Joinder Agreement in accordance with the requirements
of the Note Subordination Agreement.


 


Accordingly, the New Representative agrees
to be subject to and bound by, the Note Subordination Agreement with the same force and effect as if the New Representative had
originally been named therein as an Issuer Senior Debt Representative and the New Representative, on behalf of itself and each
other Additional Issuer Senior Debt Claimholders represented by it, hereby agrees to all the terms and provisions of the Note Subordination
Agreement applicable to it as an Issuer Senior Debt Representative. The Note Subordination Agreement is hereby incorporated herein
by reference.


 


The New Representative represents and warrants
to the other Representatives, and the other Claimholders that (i) it has full power and authority to enter into this Joinder
Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and the terms
of the Note Subordination Agreement.


 


This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Joinder Agreement.


 


Except as expressly supplemented hereby,
the Note Subordination Agreement shall remain in full force and effect.


 


THIS JOINDER AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). 


 


Any provision of this Joinder Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Note Subordination Agreement, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 3.11 of the Note Subordination Agreement. All communications and notices
hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.


 


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blank]


 


 


 




     


     


    

 


IN WITNESS WHEREOF, the New Representative
have duly executed this Joinder Agreement to the Note Subordination Agreement as of the day and year first above written.


 


	 	 	 	 	 
	[NAME OF NEW REPRESENTATIVE],
	as [            ] for the holders of [                    ]
	 	 
	By:	 	

	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	Address for notices:
	 	 
	 	 	

	 	 	

	 	 	attention of:	 	

	 	 	Telecopy:	 	




 


 



     


    







EXHIBIT G


 


 


 


FORM OF JUNIOR LIEN SUBORDINATION AND
INTERCREDITOR AGREEMENT


 


 


 






    	 		 



    


    

 





EXHIBIT G TO INDENTURE


 


 


 


FORM OF


 


 


 


JUNIOR LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT


  


 


Dated as of [ ], 20[ ]


  


among


 


 


 


[ ],


 


as the Initial Senior Lien Representative
and Initial Senior Lien Collateral Agent


 


for the Initial Senior Lien Claimholders,


  


 


[Delaware Trust Company as Trustee],


 


as the Initial Junior Lien Representative,


  


 


[Delaware Trust Company],


 


as the Initial Junior Lien Collateral Agent


 


 


and


  


 


each additional Representative and Collateral
Agent from time to time party hereto


 


 


and acknowledged and agreed to by


  


United States Enrichment Corporation,


 


as the Company


 









    	 		 



    


    

 


TABLE OF CONTENTS


 




	JUNIOR LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT	1
	RECITALS	1
	Section 1.   Definitions	2
	1.1   Defined Terms	2
	1.2   Terms Generally	10
	Section 2.   Payment Subordination and Payment Block	11
	2.1   Subordination of Junior Lien Obligations to Senior Lien Obligations	11
	2.2   Junior Lien Obligations Payment Restrictions	11
	2.3   Junior Lien Obligations Standstill Provisions	12
	2.4   Liquidation, Dissolution, Bankruptcy	12
	Section 3.   Lien Priorities.	13
	3.1   Relative Priorities	13
	3.2   Prohibition on Contesting Liens; No Marshaling	13
	3.3   No New Liens	14
	3.4   Perfection of Liens	15
	3.5   Nature of Senior Lien Obligations	15
	Section 4.   Enforcement	15
	4.1   Exercise of Remedies	15
	4.2   Actions Upon Breach; Specific Performance	18
	Section 5.   Payments	19
	5.1   Application of Proceeds	19
	5.2   Payments Over	19
	5.3   Releases	20
	5.4   Insurance	21
	5.5   Amendments to Senior Lien Documents and Junior Lien Documents	21
	5.6   Confirmation of Subordination in Junior Lien Collateral Documents	22
	5.7   Gratuitous Bailee/Agent for Perfection; Rights of Initial Senior Collateral Agent and Initial Senior Lien
Representative	23
	5.8   When Discharge of Obligations Deemed to Not Have Occurred	24
	Section 6.   Insolvency or Liquidation Proceedings	24
	6.1   Finance and Sale Issues	24
	6.2   Relief from the Automatic Stay	25
	6.3   Adequate Protection	25
	6.4   No Waiver	26
	6.5   Avoidance Issues	27
	6.6   Reorganization Securities	27
	6.7   Post-Petition Interest	27
	6.8   Waiver	27
	6.9   Separate Grants of Security and Separate Classification	27
	6.10   Effectiveness in Insolvency or Liquidation Proceedings	28
	Section 7.   Reliance; Waivers	28
	7.1   Reliance	28
	7.2   No Warranties or Liability	28
	7.3   No Waiver of Lien Priorities	29
	7.4   Obligations Unconditional	30
	Section 8.   Miscellaneous	31
	8.1   Integration/Conflicts	31
	8.2   Effectiveness; Continuing Nature of this Agreement; Severability	31
	8.3   Amendments; Waivers	31
	8.4   Information Concerning Financial Condition of the Company and its Subsidiaries	32
	8.5   Subrogation	32
	8.6   Application of Payments	32
	8.7   Additional Senior Lien Claims and Additional Junior Debt	33
	8.8   Agency Capacities	34
	8.9   Submission to Jurisdiction; Certain Waivers	34



    		i	 



     


    



	8.10   Waiver of Jury Trial	34
	8.11   Notices	35
	8.12   Further Assurances	35
	8.13   Applicable Law	35
	8.14   Binding on Successors and Assigns	35
	8.15   Section Headings	35
	8.16   Counterparts	35
	8.17   Authorization	36
	8.18   Third Party Beneficiaries/ Provisions Solely to Define Relative Rights	36
	8.19   No Indirect Actions	36
	8.20   Relationship with Senior Lien Intercreditor Agreement; No Duty of Senior Claimholders to Non-Parties	36


Exhibit A - Joinder Agreement (Additional Junior Lien Debt)


 


Exhibit B - Joinder Agreement (Additional Senior Lien Claims)


 


Exhibit C - Additional Debt Designation


 


Exhibit D - Supplemental Acknowledgment (Additional Grantor)


 


 


 




    		ii	 



     


    

JUNIOR
LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT


 


This JUNIOR LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”),
dated as of [DATE], and entered into by and among [SENIOR LIEN REPRESENTATIVE] (“[                    ]”),
as Senior Lien Representative for the [Initial Senior Lien Claimholders (as defined below)] (in such capacity and together with
its successors from time to time in such capacity, the “Initial Senior Lien Representative”) and [administrative
agent][collateral agent] for the Initial Senior Lien Claimholders (in such capacity and together with its successors from time
to time in such capacity, the “Initial Senior Lien Collateral Agent”), [DELAWARE TRUST COMPANY, as Trustee],
a [Delaware] state chartered trust company duly organized and existing under the laws of the State of [Delaware], as Junior Lien
Representative for the Initial Junior Lien Claimholders (in such capacity and together with its successors from time to time in
such capacity, the “Initial Junior Lien Representative”), [DELAWARE TRUST COMPANY], a [Delaware] state
chartered trust company duly organized and existing under the laws of the State of [Delaware], as collateral agent for the Initial
Junior Lien Claimholders (as defined below) (in such capacity and together with its successors from time to time in such capacity,
the “Initial Junior Lien Collateral Agent”) and each additional Senior Lien Representative, Senior Lien Collateral
Agent, Junior Lien Representative and Junior Lien Collateral Agent that from time to time becomes a party hereto pursuant to Section 8.7,
and acknowledged and agreed to by United States Enrichment Corporation, a Delaware corporation (the “Company”)
and any other party that delivers a supplemental acknowledgment hereof from time to time (“Additional Grantors”).
Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below. Capitalized terms used
and not otherwise defined herein have the meaning set forth in the Initial Junior Lien Indentures as in effect on the date hereof
or as modified in accordance with the provision of this Agreement.


 


RECITALS


 


[describe initial senior lien agreement,
dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Initial Senior Lien Agreement”)];


 


The Company, Centrus, the Initial Junior
Lien Representative and the Initial Junior Lien Collateral Agent have previously entered into the Indenture, dated as of September
30, 2014 and the Indenture, dated as of February 14, 2017 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, collectively, the “Initial Junior Lien Indentures”, and each, an “Initial
Junior Lien Indenture”);


 


The obligations of the Company and the Additional
Grantors under all Senior Lien Obligations may be secured by, among other things, one or more liens on Collateral (as hereinafter
defined) which Liens securing the Senior Lien Obligations may be senior in priority to the Liens on the Collateral securing the
Initial Junior Lien Indentures and the other Junior Lien Obligations in accordance with the terms hereof;


 


Certain holders of Designated Senior Claims
(or their agent(s)) are or may become a party hereto as provided herein and any holder of Designated Senior Claims that does not
become a party hereto is intended to be an express third party beneficiary hereof;


 


The Senior Lien Documents and the Junior
Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights
and remedies with respect to the Collateral; and


 


In consideration of the foregoing, the mutual
covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, each of the Initial Senior Lien Representative (for itself and on behalf of each other Initial Senior
Lien Claimholder), the Initial Senior Lien Collateral Agent (for itself and on behalf of each other Initial Senior Lien Claimholder),
the Initial Junior Lien Representative (for itself and on behalf of each other Initial Junior Lien Claimholder), the Initial Junior
Lien Collateral Agent (for itself and on behalf of each other Initial Junior Lien Claimholder), each additional Senior Lien Representative
(for itself and on behalf of each other Additional Senior Lien Claimholder represented by it), each additional Senior Lien Collateral
Agent (for itself and on behalf of each other Additional Senior Lien Claimholder represented by it), each additional Junior Lien
Representative (for itself and on behalf of each other Additional Junior Lien Claimholder represented by it) and each additional
Junior Lien Collateral Agent (for itself and on behalf of each other Additional Junior Lien Claimholder represented by it), intending
to be legally bound, hereby agrees as follows:


 


 


 


Section 1.Definitions.


 


Defined Terms. As used in this Agreement,
the following terms shall have the following meaning:


 


“Additional Collateral Agent”
means any one or more Additional Senior Lien Collateral Agent and Additional Junior Lien Collateral Agent, as the context may require.


 


“Additional Grantor”
has the meaning set forth in the introductory paragraph.


 




    	 	1	 



    


    

“Additional Junior Lien Claimholders”
means, with respect to any Series of Additional Junior Lien Debt, the holders of such Indebtedness, the Junior Lien Representative
with respect thereto, the Junior Lien Collateral Agent with respect thereto, any trustee or agent therefor under any related Additional
Junior Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Company under any related Additional
Junior Lien Documents and the holders of any other Additional Junior Lien Obligations secured by the Junior Lien Collateral Documents
for such Series of Additional Junior Lien Debt.


 


“Additional Junior Lien Collateral
Agent” has the meaning set forth in the definition of “Junior Lien Collateral Agent”.


 


“Additional Junior Lien Debt”
means any Indebtedness and guarantees thereof that is incurred, issued or guaranteed by the Company (other than the Initial Junior
Lien Debt) which Refinances any Initial Junior Lien Debt and which Indebtedness and guarantees are secured by the Junior Lien Collateral
(or a portion thereof) on a basis junior to the Senior Lien Obligations; provided, however, that with respect to
any such Indebtedness incurred after the date hereof (i) such Indebtedness is permitted to be incurred, secured and guaranteed
on such basis by each of the Senior Lien Documents and Junior Lien Documents, (ii) unless already a party with respect to
that Series of Additional Junior Lien Debt, each of the Junior Lien Representative and the Junior Lien Collateral Agent for the
holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth
in, Section 8.7 hereof; and (iii) each of the other requirements of Section 8.7 shall have been complied
with. The requirements of clause (i) shall be tested only as of (x) the date of execution of such Joinder Agreement by
the applicable Additional Junior Lien Collateral Agent and Additional Junior Lien Representative if pursuant to a commitment entered
into at the time of such Joinder Agreement, and (y) with respect to any later commitment or amendment to those terms to permit
such Indebtedness, as of the date of such commitment or amendment.


 


“Additional Junior Lien Documents”
means, with respect to any Series of Additional Junior Lien Debt, the loan agreements, promissory notes, indentures and other operative
agreements evidencing or governing such Indebtedness, any document governing reimbursement obligations in respect of letters of
credit issued pursuant to any Additional Junior Lien Documents and the Junior Lien Collateral Documents securing such Series of
Additional Junior Lien Debt.


 


“Additional Junior Lien Obligations”
means, with respect to any Series of Additional Junior Lien Debt, (a) principal, interest (including without limitation any
Post-Petition Interest), premium (if any), penalties, fees, expenses (including, without limitation, fees, expenses and disbursements
of agents, professional advisors and legal counsel), indemnifications, reimbursements, damages, statutory claims and other liabilities,
and guarantees of the foregoing amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding,
payable with respect to such Additional Junior Lien Debt, (b) all other amounts payable to the related Additional Junior Lien
Claimholders under the related Additional Junior Lien Documents (other than in respect of any Indebtedness not constituting Additional
Junior Lien Debt) and (c) any renewals or extensions of the foregoing.


 


“Additional Junior Lien Representative”
has the meaning set forth in the definition of “Junior Lien Representative”.


 


“Additional Obligations”
means the Additional Senior Lien Obligations and the Additional Junior Lien Obligations.


 


“Additional Representative”
means any one or more Additional Senior Lien Representative and Additional Junior Lien Representative, as the context may require.


 


“Additional Senior Lien Claims”
means any Designated Senior Claims incurred, issued or guaranteed by the Company (other than the Initial Senior Lien Obligations)
which Designated Senior Claims are secured by the Senior Lien Collateral (or a portion thereof) on a basis senior to the Junior
Lien Obligations. The Senior Lien Representative and Senior Lien Collateral Agent for any Series of Senior Lien Claims may, but
is not obligated to, become a party hereto pursuant to Section 8.7 hereof.


 


“Additional Senior Lien Claimholders”
means, with respect to any Series of Additional Senior Lien Claims, the holders of such Indebtedness, the Senior Lien Representative
with respect thereto, the Senior Lien Collateral Agent with respect thereto, any trustee or agent therefor under any related Additional
Senior Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Company under any related Additional
Senior Lien Documents and the holders of any other Additional Senior Lien Obligations secured by the Senior Lien Collateral Documents
for such Series of Additional Senior Lien Claims.


 


“Additional Senior Lien Collateral
Agent” has the meaning set forth in the definition of “Senior Lien Collateral Agent”.


 


“Additional Senior Lien Documents”
means, with respect to any Series of Additional Senior Lien Claims, the loan agreements, promissory notes, indentures and other
operative agreements evidencing or governing such


 




    	 	2	 



    


    

Additional Senior Lien Claims, any document governing reimbursement
obligations in respect of letters of credit issued pursuant to any Additional Senior Lien Documents and the Senior Lien Collateral
Documents securing such Series of Additional Senior Lien Claims.


 


“Additional Senior Lien Obligations”
means, with respect to any Series of Additional Senior Lien Claims, (a) all principal, interest (including any Post-Petition
Interest), premium (if any), penalties, fees, expenses (including fees, expenses and disbursements of agents, professional advisors
and legal counsel), indemnifications, reimbursements, damages, statutory claims and other liabilities, and guarantees of the foregoing
amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding, payable with respect to such
Additional Senior Lien Claims, (b) all other amounts payable to the related Additional Senior Lien Claimholders under the
related Additional Senior Lien Documents (other than in respect of any Indebtedness not constituting Additional Senior Lien Claims),
(c) subject to Section 5.8 hereof, any Hedging Obligations and Bank Product Obligations secured under the Senior
Lien Collateral Documents securing such Series of Additional Senior Lien Claims and (d) any renewals or extensions of the
foregoing.


 


“Additional Senior Lien Representative”
has the meaning set forth in the definition of “Senior Lien Representative”.


 


“Affiliate” means, with
respect to a specified Person, (a) any other Person that, directly or indirectly, Controls, is Controlled by or is under common
Control with the Person specified or is a director or executive officer of the Person specified or (b) any other Person that
directly or indirectly owns [10]% or more of any class of equity interests of the Person specified.


 


“Agreement” has the meaning
set forth in the Preamble to this Agreement.


 


“Bank Product Obligations”
means, all obligations and liabilities (whether direct or indirect, absolute or contingent, due or to become due or now existing
or hereafter incurred) of the Company, whether on account of principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise, which may arise under, out of, or in connection with any treasury, investment, depository, clearing
house, wire transfer, overdrafts and interstate depository network services, cash management or automated clearing house transfers
of funds services, credit cards for commercial customers, stored value cards or any related services, to any Person permitted to
be a secured party in respect of such obligations under the applicable Senior Lien Documents.


 


“Bankruptcy Case” means
a case under the Bankruptcy Code or any other Bankruptcy Law.


 


“Bankruptcy Code” means
Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.


 


“Bankruptcy Law” means
the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


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


 


“Centrus” means Centrus
Energy Corp., a Delaware corporation.


 


“Claimholders” means
any one or more of the Senior Lien Claimholders and the Junior Lien Claimholders, as the context may require.


 


“Collateral” means, at
any time, all of the assets and property of the Company and any Additional Grantor, whether real, personal or mixed, in which the
holders of Senior Lien Obligations under at least one Series of Senior Lien Obligations and the holders of Junior Lien Obligations
under at least one Series of Junior Lien Obligations (or their respective Collateral Agents or Representatives) hold, purport to
hold or are required to hold, a security interest at such time (or, in the case of the Senior Lien Obligations, are deemed pursuant
to Section 3.3 to hold a security interest), including any property subject to Liens granted pursuant to Section 6
to secure both Senior Lien Obligations and Junior Lien Obligations.


 


“Collateral Agent” means
any Senior Lien Collateral Agent and/or any Junior Lien Collateral Agent, as the context may require.


 


“Collateral Documents”
means the Senior Lien Collateral Documents, the Junior Lien Collateral Documents, and any other security documents in which certain
security interests have been granted therein by the Company or any Additional Grantor.


 


“Collateral Enforcement Action”
means any action to:


 


(a)       foreclose,
execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or
lease, license, or otherwise dispose of (whether publicly or privately), Collateral or Restricted Assets, or otherwise exercise
or enforce remedial rights with respect to Collateral or Restricted Assets under the Senior Lien Documents or the Junior Lien Documents
(including by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to the UCC or other


 




    	 	3	 



    


    

applicable law, notification to account debtors, notification
to depositary banks under deposit account control agreements, or exercise of rights under landlord consents, if applicable);


 


(b)       solicit
bids from third Persons, approve bid procedures for any proposed disposition of Collateral or Restricted Assets, conduct the liquidation
or disposition of Collateral or Restricted Assets or engage or retain sales brokers, marketing agents, investment bankers, accountants,
appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting, and selling Collateral or Restricted
Assets;


 


(c)       receive
a transfer of Collateral or Restricted Assets in satisfaction of Indebtedness or any other Obligation secured thereby;


 


(d)       otherwise
enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the Collateral
at law, in equity, or pursuant to the Senior Lien Documents or Junior Lien Documents (including the commencement of applicable
legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described in
the preceding clauses, and exercising voting rights in respect of equity interests comprising Collateral or Restricted Assets);
or


 


(e)       the
Disposition of Collateral or Restricted Assets by the Company after the occurrence and during the continuation of an event of default
under any of the Senior Lien Documents or the Junior Lien Documents with the consent of the applicable Senior Lien Collateral Agent
(or Senior Lien Claimholders) or Junior Lien Collateral Agent (or Junior Lien Claimholders).


 


“Company” has the meaning
set forth in the Preamble to this Agreement.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise.


 


“Controlling” and “Controlled”
have meanings correlative thereto.


 


“Designated Senior Claims”
has the meaning set forth in the Initial Junior Lien Indentures as of the date hereof but shall also include any Refinancing thereof.


 


“Designated Senior Lien Collateral
Agent” means (i) if at any time there is only one Series of Senior Lien Obligations with respect to which the Discharge
of Senior Lien Obligations has not occurred, the Senior Lien Collateral Agent for the Senior Lien Claimholders in such Series and
(ii) at any time when clause (i) does not apply, the “Applicable Collateral Agent” (as defined in the Senior
Lien Intercreditor Agreement) at such time or, in the case of this clause (ii) if there is no Senior Lien Intercreditor Agreement
in effect, the representative or, if none, the holder of the largest amount of Designated Senior Claims shall be the Designated
Senior Lien Collateral Agent hereunder.


 


“Designated Senior Lien Representative”
means (i) if at any time there is only one Series of Senior Lien Obligations with respect to which the Discharge of Senior
Lien Obligations has not occurred, the Senior Lien Representative for the Senior Lien Claimholders in such Series and (ii) at
any time when clause (i) does not apply, the “Applicable Representative” (as defined in the Senior Lien Intercreditor
Agreement) at such time or, in the case of this clause (ii) if there is no Senior Lien Intercreditor Agreement in effect,
the representative or, if none, the holder of the largest amount of Designated Senior Claims shall be the Designated Senior Lien
Representative hereunder.


 


“Designation” means a
designation of Additional Senior Lien Claims or Additional Junior Lien Debt in substantially the form of Exhibit C
attached hereto.


 


“DIP Financing” has the
meaning set forth in Section 6.1.


 


“Discharge” means, except
to the extent otherwise provided in Section 5.8, with respect to any Series of Senior Lien Obligations or Series of
Junior Lien Obligations, that such Series of Senior Lien Obligations or Series of Junior Lien Obligations, as the case may be,
are no longer secured by, and no longer required to be secured by, the Collateral pursuant to the terms of the applicable Senior
Lien Documents or Junior Lien Documents. The term “Discharged” shall have a corresponding meaning.


 


“Discharge of Initial Senior Lien
Obligations” means, except to the extent otherwise provided in Section 5.8, the Discharge of all Initial
Senior Lien Obligations has occurred.


 


“Discharge of Junior Lien Obligations”
means, except to the extent otherwise provided in Section 5.8, the Discharge of each Series of Junior Lien Obligations
has occurred.


 


“Discharge of Senior Lien Obligations”
means, except to the extent otherwise provided in Section 5.8, the Discharge of Initial Senior Lien Obligations and
the Discharge of each additional Series of Senior Lien Obligations has occurred.


 


“Disposition” has the
meaning set forth in Section 5.3(b).


 


“Distribution” means,
with respect to any Indebtedness, obligation, or security, (a) any payment or distribution by any Person of cash, securities
or other property, by set-off or otherwise, on account of such


 




    	 	4	 



    


    

Indebtedness, obligation, or security, (b) any redemption,
purchase or other acquisition of such Indebtedness, obligation, or security by any Person, or (c) the granting of any lien
or security interest to or for the benefit of the holders of such Indebtedness, obligation, or security in or upon any property
of any Person.


 


“Enforcement Action”
means:


 


(a)       to
take from or for the account of the Company, by set-off or in any other manner, the whole or any part of any moneys which may now
or hereafter be owing by the Company or any such other guarantor with respect to the Junior Lien Obligations in violation of the
payment block provisions of Section 2.2 hereof;


 


(b)       to
sue for payment of, or to initiate or participate with others in any suit, action or proceeding including, but not limited to,
any Insolvency or Liquidation Proceeding, against the Company to (i) enforce payment of or to collect the whole or any part
of the Junior Lien Obligations or (ii) commence judicial enforcement of any of the rights and remedies under the Junior Lien
Documents or applicable law with respect to the Junior Lien Obligations;


 


(c)       to
accelerate the Junior Lien Obligations; or


 


(d)       to
exercise any put option or to cause the Company to honor any redemption or mandatory prepayment obligation under any Junior Lien
Document.


 


“Governmental Authority”
means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency
or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the
United States, the United States, or a foreign entity or government.


 


“Hedge Agreement” means
a Swap Contract entered into by the Company with a counterparty as permitted under the Senior Lien Documents or the Junior Lien
Documents, as the case may be.


 


“Hedging Obligation”
of any Person means any obligation of such Person pursuant to any Hedge Agreement.


 


“Indebtedness” means
and includes all indebtedness for borrowed money; for the avoidance of doubt, “Indebtedness” shall not include reimbursement
or other obligations in respect of letters of credit, Hedging Obligations or Bank Product Obligations.


 


“Initial Junior Lien Claimholders”
means the holders of any Initial Junior Lien Obligations, the Initial Junior Lien Collateral Agent and the Initial Junior Lien
Representative.


 


“Initial Junior Lien Collateral
Agent” has the meaning set forth in the Preamble to this Agreement.


 


“Initial Junior Lien Debt”
means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Initial Junior Lien Documents.


 


“Initial Junior Lien Documents”
means those certain Initial Junior Lien Indentures, the “Notes” (as defined in the Initial Junior Lien Indentures),
the Initial Junior Lien Security Agreements, any other Initial Junior Lien Security Documents and any other document or agreement
entered into for the purpose of evidencing, governing, securing or perfecting the Initial Junior Lien Obligations.


 


“Initial Junior Lien Indentures”
has the meaning set forth in the Recitals.


 


“Initial Junior Lien Obligations”
means the “Obligations” and “Secured Obligations” (as defined in the Initial Junior Lien Documents) under
the Initial Junior Lien Documents.


 


“Initial Junior Lien Security Agreements”
means the Pledge and Security Agreement, by and among the Initial Junior Lien Collateral Agent and the Company, dated as of September
30, 2014, and the Pledge and Security Agreement, by and among the Initial Junior Lien Collateral Agent and the Company, dated as
of [●], 2016.


 


“Initial Junior Lien Security Documents”
means the Initial Junior Lien Indentures, the Initial Junior Lien Security Agreements and the other “Security Documents”
as defined in the Initial Junior Lien Indentures and any other document or agreement entered into for the purpose of evidencing,
governing, securing or perfecting the Initial Junior Lien Obligations.


 


“Initial Junior Lien Representative”
has the meaning set forth in the Preamble to this Agreement.


 


“Initial Senior Lien Agreement”
has the meaning set forth in the Recitals.


 


“Initial Senior Lien Claimholders”
means the “Secured Parties” as defined in the Initial Senior Lien Agreement.


 


“Initial Senior Lien Claims”
means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Initial Senior Lien Documents.


 


“Initial Senior Lien Collateral
Agent” has the meaning set forth in the Preamble to this Agreement.


 




    	 	5	 



    


    

“Initial Senior Lien Documents”
means the Initial Senior Lien Agreement and the other “Loan Documents” as defined in the Initial Senior Lien Agreement
and any other document or agreement entered into for the purpose of evidencing, governing, securing or perfecting the Initial Senior
Lien Obligations.


 


“Initial Senior Lien Obligations”
means the “Secured Obligations” as defined in the Initial Senior Lien Agreement.


 


“Initial Senior Lien Representative”
has the meaning set forth in the Preamble to this Agreement.


 


“Insolvency or Liquidation Proceeding”
means:


 


(a)       any
voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Company;


 


(b)       any
other voluntary or involuntary insolvency, reorganization or Bankruptcy Case or proceeding, or any receivership, liquidation, reorganization
or other similar case or proceeding with respect to the Company or with respect to a material portion of its assets;


 


(c)       any
liquidation, dissolution, reorganization or winding up of the Company whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy; or


 


(d)       any
assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company.


 


“Joinder Agreement” means
a supplement to this Agreement in the form of Exhibit A or Exhibit B hereto, as applicable, required to
be delivered by a Representative and a Collateral Agent to each other then-existing Representative and Collateral Agent pursuant
to Section 8.7 hereof in order to include Additional Senior Lien Claims or Additional Junior Lien Debt hereunder and
to become the Representative or Collateral Agent, as the case may be, hereunder in respect thereof for the applicable Additional
Senior Lien Claimholders or applicable Additional Junior Lien Claimholders, as the case may be, under such Additional Senior Lien
Claims or Additional Junior Lien Debt.


 


“Junior Lien Adequate Protection
Payments” has the meaning set forth in Section 6.3(b).


 


“Junior Lien Claimholders”
means the Initial Junior Lien Claimholders and any Additional Junior Lien Claimholders.


 


“Junior Lien Collateral”
means any “Collateral” as defined in any Junior Lien Documents or any other assets of the Company with respect to which
a Lien is granted, purported to be granted or required to be granted pursuant to any Junior Lien Document as security for any Junior
Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of
any Junior Lien Claimholder.


 


“Junior Lien Collateral Agent”
means (i) in the case of any Initial Junior Lien Obligations or the Initial Junior Lien Claimholders, the Initial Junior Lien
Collateral Agent and (ii) in the case of any Additional Junior Lien Obligations and the Additional Junior Lien Claimholders
in respect thereof, the Person serving as collateral agent (or the equivalent) for such Additional Junior Lien Obligations and
that is named as the Junior Lien Collateral Agent in respect of such Additional Junior Lien Obligations in the applicable Joinder
Agreement (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional
Junior Lien Collateral Agent”).


 


“Junior Lien Collateral Documents”
means the “Security Documents” or “Collateral Documents” (as defined in the applicable Junior Lien Documents)
and any other agreement, document or instrument pursuant to which a Lien is granted securing any Junior Lien Obligations or pursuant
to which any such Lien is perfected.


 


“Junior Lien Debt” means
the Initial Junior Lien Debt and any Additional Junior Lien Debt.


 


“Junior Lien Declined Lien”
has the meaning set forth in Section 3.3.


 


“Junior Lien Documents”
means the Initial Junior Lien Documents and any Additional Junior Lien Documents.


 


“Junior Lien Mortgages”
means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real
property owned or leased by the Company is granted to secure any Junior Lien Obligations or under which rights or remedies with
respect to any such Liens are governed.


 


“Junior Lien Obligations”
means the Initial Junior Lien Obligations and any Additional Junior Lien Obligations.


 


“Junior Lien Representative”
means (i) in the case of the Initial Junior Lien Obligations or the Initial Junior Lien Claimholders, the Initial Junior Lien
Representative and (ii) in the case of any Additional Junior Lien Obligations and the Additional Junior Lien Claimholders
in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar agent that is named as the
Junior Lien Representative in respect of such Additional Junior Lien Obligations in the applicable Joinder Agreement (each, in
the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional Junior Lien Representative”).


 




    	 	6	 



    


    

“Lien” means any lien
(including, judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest, charge or encumbrance
of any kind, (any conditional sale or other title retention agreement, and any lease in the nature thereof) and, in the case of
securities, any purchase option, call or similar right of a third party with respect to such securities and any right of set-off
or recoupment.


 


“Master Agreement” has
the meaning set forth in the definition of “Swap Contract”.


 


“Note Subordination Agreements”
means those certain Note Subordination Agreements executed pursuant to Section 2.27 of the Initial Junior Lien Indentures.


 


“Payment Blockage Notice”
has the meaning set forth in Section 2.2(a).


 


“Obligations” means all
obligations of every nature of the Company from time to time owed to any agent or trustee, the Senior Lien Claimholders, the Junior
Lien Claimholders or any of them or their respective Affiliates under the Senior Lien Documents, the Junior Lien Documents or Hedge
Agreements, whether for principal, interest or payments for early termination of Swap Contracts, fees, expenses, indemnification
or otherwise and all guarantees of any of the foregoing and including any interest and fees that accrue after the commencement
by or against any Person of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding.


 


“Pay-Over Amount” has
the meaning set forth in Section 6.3(b).


 


“Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority
or other entity.


 


“Pledged Collateral”
has the meaning set forth in Section 5.7.


 


“Post-Petition Interest”
means interest, fees, expenses and other charges that pursuant to the Senior Lien Documents or the Junior Lien Documents, as applicable,
continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses
and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.


 


“Recovery” has the meaning
set forth in Section 6.5.


 


“Refinance” means, in
respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay,
or to issue other Indebtedness in exchange or replacement for, such Indebtedness in whole or in part and regardless of whether
the principal amount of such Refinancing Indebtedness is the same, greater than, or less than the principal amount of the Refinanced
Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.


 


“Representative” means
any Senior Lien Representative and/or any Junior Lien Representative, as the context may require.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer or treasurer of the Company.


 


“Restricted Assets” means
all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted
to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the
Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.


 


“Sale Proceeds” means
(i) the net proceeds from the sale of the Company as a going concern or from the sale of the Restricted Assets as a going
concern, or (ii) any other economic value (whether in the form of cash or otherwise) received or distributed that is associated
with the Restricted Assets.


 


“Senior Lien Claimholders”
means the Initial Senior Lien Claimholders and any Additional Senior Lien Claimholders.


 


“Senior Lien Claims”
means the Initial Senior Lien Claims and any Additional Senior Lien Claims.


 


“Senior Lien Collateral”
means any “Collateral” as defined in any Senior Lien Documents or any other assets of the Company with respect to which
a Lien is granted or purported to be granted or required to be granted pursuant to a Senior Lien Documents as security for any
Senior Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor
of any Senior Lien Claimholder.


 


“Senior Lien Collateral Agent”
means (i) in the case of any Initial Senior Lien Obligations or the Initial Senior Lien Claimholders, the Initial Senior Lien
Collateral Agent and (ii) in the case of any Additional Senior Lien Obligations and the Additional Senior Lien Claimholders
in respect thereof, the Person serving as collateral agent (or the equivalent) for such Additional Senior Lien Obligations and
that is named as the Senior Lien Collateral Agent in respect of such Additional Senior Lien Obligations in the applicable Joinder
Agreement if such Person becomes a party to this Agreement or, if not, as named in the applicable Senior Lien Documents (each,
in the case of this clause (ii) together with its successors and assigns in such capacity, an “Additional Senior
Lien Collateral Agent”). In the case of any Senior Lien Obligations that are not represented by an agent, all references
herein to


 




    	 	7	 



    


    

Senior Lien Collateral Agent or Additional Senior Lien Collateral
Agent shall refer to the holder of such Senior Lien Obligations.


 


“Senior Lien Collateral Documents”
means the “Security Documents” or “Collateral Documents” (as defined in the applicable Senior Lien Documents)
and any other agreement, document or instrument pursuant to which a Lien is granted securing any Senior Lien Obligations or pursuant
to which any such Lien is perfected.


 


“Senior Lien Documents”
means the Initial Senior Lien Documents and any Additional Senior Lien Documents.


 


“Senior Lien Obligations”
means the Initial Senior Lien Obligations and any Additional Senior Lien Obligations.


 


“Senior Lien Intercreditor Agreement”
means an agreement among each Senior Lien Representative and each Senior Lien Collateral Agent allocating rights among the various
Series of Senior Lien Obligations.


 


“Senior Lien Representative”
means (i) in the case of any Initial Senior Lien Obligations or the Initial Senior Lien Claimholders, the Initial Senior Lien
Representative and (ii) in the case of any Additional Senior Lien Obligations and the Additional Senior Lien Claimholders
in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar agent that is named as the
Senior Lien Representative in respect of such Additional Senior Lien Obligations in the applicable Joinder Agreement if such Person
becomes a party to this Agreement or, if not, as named in the applicable Senior Lien Documents (each, in the case of this clause
(ii), together with its successors and assigns in such capacity, an “Additional Senior Lien Representative”).
In the case of any Senior Lien Obligations that are not represented by an agent, all references herein to Senior Lien Representative
or Additional Senior Lien Representative shall refer to the holder of such Senior Lien Obligations.


 


“Series” means, (x) with
respect to Junior Lien Debt or Junior Lien Obligations, all Junior Lien Debt or Junior Lien Obligations, as applicable, represented
by the same Representative acting in the same capacity and (y) with respect to Senior Lien Claims or Senior Lien Obligations,
each of the following shall constitute a separate Series: all Senior Lien Claims or Senior Lien Obligations against the Note Guarantor
(i) under the Credit Facilities up to $50 million with a maximum net borrowing of $40 million after taking into account any minimum
cash balance, (ii) under the Inventory Revolver, (iii) held by or for the benefit of the PBGC pursuant to any settlement (including
any required funding of pension plans), and (iv) under surety bonds or similar obligations held by the United States government
pursuant to regulatory requirements, represented by the same Representative acting in the same capacity.


 


“Short Fall” has the
meaning set forth in Section 6.3(b).


 


“Standstill Period” has
the meaning set forth in Section 4.1(a)(1).


 


“Subsidiary” means, with
respect to any Person, of which more than 50% of the total voting power of shares of stock or other ownership interests entitled
(without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and
policies thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof.


 


“Supplemental Acknowledgment”
has the meaning set forth in Section 8.3(a).


 


“Swap Contract” means
(a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options for forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including such obligations or liabilities under any Master Agreement.


 


“UCC” means the Uniform
Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


Terms Generally. The definitions
of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes”
and “including” shall be deemed to be


 




    	 	8	 



    


    

followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context
requires otherwise:


 


(a)       any
definition of or reference herein to any agreement, instrument or other document shall be construed as referring to such agreement,
instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from time to time and
any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof;


 


(b)       any
reference herein to any Person shall be construed to include such Person’s successors and assigns from time to time;


 


(c)       the
words “herein,” “hereof” 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;


 


(d)       all
references herein to Sections shall be construed to refer to Sections of this Agreement; and


 


(e)       the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


 


 


Section 2.Payment
Subordination and Payment Block.


 


Subordination of Junior Lien Obligations
to Senior Lien Obligations. The Company covenants and agrees, and the Junior Lien Claimholders likewise covenant and agree,
notwithstanding anything to the contrary contained in any of the Junior Lien Documents, that the payment of any and all of the
Junior Lien Obligations shall be subordinate and subject in right and time of payment, to the extent and in the manner hereinafter
set forth, to the prior Payment in Full of all Senior Lien Obligations. Each holder of Senior Lien Obligations, whether now outstanding
or hereafter created, incurred, assumed or guaranteed, shall be deemed to have acquired Senior Lien Obligations in reliance upon
the provisions contained in this Agreement.


 


2.2       Junior
Lien Obligations Payment Restrictions.


 


(a)       Notwithstanding
the terms of the Junior Lien Documents, the Company hereby agrees that it may not make to the Junior Lien Representative or any
other Junior Lien Claimholder, and the Junior Lien Collateral Agent on behalf of itself and each Junior Lien Claimholders hereby
agrees that it will not accept, any payment or distribution in respect of Junior Lien Obligations with respect to the Company’s
guarantee of the Junior Lien Obligations and the Company may not acquire from the Junior Lien Representative or any other Junior
Lien Claimholder any Notes (as defined in the Initial Junior Lien Indentures) for cash or property until all principal and other
Obligations with respect to the Senior Lien Obligations have been paid in full, in each case, if (1) a payment default on
Senior Lien Obligations has occurred and is continuing or (2) any other default has occurred and is continuing on any Senior
Lien Obligations that permits holders of such Senior Lien Obligations to accelerate its maturity, or otherwise demand its payment,
and the Junior Lien Representative receives a notice of such default (a “Payment Blockage Notice”) from the
Company, any Senior Lien Representative or any other holder of Designated Senior Claims. For purposes of this Section 2.2,
the existence of an Outstanding Government Claim (as defined in the Junior Lien Documents on the date hereof) shall constitute
a payment default with respect to any Claims within the meaning of clause (iv) of the definition of Designated Senior Claims.


 


(b)       The
Company may and will resume payments or any distributions in respect of the Company’s guarantee of the Junior Lien Obligations
and may acquire the Junior Lien Obligations upon the earlier of:


 


(1)       in
the case of a payment default on the Senior Lien Obligations, upon the date upon which such default is cured or waived, and


 


(2)       in
the case of a nonpayment default on the Senior Lien Obligations, upon the earlier of the date on which such nonpayment default
is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless, in the case
of this clause (2), the maturity of any Senior Lien Obligations has been accelerated or demand for payment of such Senior Lien
Obligations made, and such acceleration or demand for payment has not been waived, satisfied or cancelled;


 


if the Initial Junior Lien Indentures or other applicable Junior
Lien Documents otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition.


 


2.3       Junior
Lien Obligations Standstill Provisions.


 


The Junior Lien Representative shall not,
without the prior written consent of the Designated Senior Lien Representative, take any Enforcement Action with respect to the
Junior Lien Obligations (for the avoidance of


 




    	 	9	 



    


    

doubt, Collateral Enforcement Actions shall be governed by Section 3.1,
below and not this Section 2.3), until the earliest to occur of the following:


 


(a)       acceleration
of the Senior Lien Obligations (provided, however, that if, following any such acceleration of the Senior Lien Obligations, such
acceleration in respect of the Senior Lien Obligations is rescinded, then all Enforcement Actions taken by any Junior Lien Claimholders
shall likewise be rescinded if the Junior Lien Claimholders would not otherwise have any right under the last paragraph of this
Section 2.3 to take any Enforcement Action);


 


(b)       an
Insolvency or Liquidation Proceeding with respect to the Company shall have been commenced (provided, however, that if such Insolvency
or Liquidation Proceeding is dismissed, the corresponding prohibition against the Junior Lien Claimholders taking any Enforcement
Action shall automatically be reinstated as of the date of dismissal as if such Insolvency or Liquidation Proceeding had not been
initiated, unless the Junior Lien Claimholder shall have the right to take any Enforcement Action under the last paragraph of this
Section 2.3); or


 


(c)       the
stated final maturity of the Junior Lien Obligations.


 


Any Distributions on account of a Junior
Lien Obligation or other proceeds of any Enforcement Action obtained by any Junior Lien Claimholders shall in any event be held
in trust by it for the benefit of the Senior Lien Obligations and promptly be paid or delivered to the Designated Senior Lien Collateral
Agent in the form received until all Senior Lien Obligations are paid in full.


 


Anything contained in this Agreement to
the contrary notwithstanding, no provision herein shall prevent any Junior Lien Claimholders from (i) filing lawsuits to prevent
the expiration of any applicable statute of limitations or other similar restrictions on claims, or (ii) seeking specific
performance or other injunctive relief to compel the Company to comply with a non-payment obligation under the Junior Lien Documents.


 


2.4       Liquidation,
Dissolution, Bankruptcy.


 


In the event of any Insolvency or Liquidation
Proceeding that is continuing involving the Company:


 


This Agreement shall remain in full force
and effect and enforceable pursuant to its terms, and all references herein to the Company shall be deemed to apply to the Company
as debtor-in-possession and to any Person claiming through or on their behalf, including a trustee in bankruptcy, receiver, assignee
for the benefit of creditors, liquidating trustee or agent for the estate of the Company, or otherwise.


 


All Senior Lien Obligations shall first
be paid in full before any Distribution, whether in cash, securities or other property, shall be made to any Junior Lien Claimholder
(or any Person claiming through or on behalf of any Junior Lien Claimholder, including a trustee in bankruptcy, receiver, assignee
for the benefit of creditors, liquidating trustee or agent, or otherwise) on account of any Junior Lien Obligations.


 


Any Distribution, whether in cash, securities
or other property, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Junior Lien Obligations
shall be paid or delivered directly to the Designated Senior Lien Collateral Agent until all Senior Lien Obligations are paid in
full. Each Junior Lien Claimholder by its acceptance of the Junior Lien Documents irrevocably authorizes, empowers and directs
any debtor, debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay
or otherwise deliver all such Distributions in respect of the Junior Lien Obligations to the Designated Senior Collateral Agent.
Each Junior Lien Claimholder by its acceptance of the Junior Lien Documents also irrevocably authorizes and empowers the Designated
Senior Lien Collateral Agent, in the name of such Junior Lien Claimholder, to demand, sue for, collect and receive any and all
such Distributions. Neither any Senior Lien Collateral Agent nor any Senior Lien Claimholder shall have any liability to any Junior
Lien Claimholder in connection with any action taken pursuant to this paragraph.


 


Each Junior Lien Claimholder by its acceptance
of the Junior Lien Documents agrees not to initiate, prosecute, support or participate in any claim, action or other proceeding
challenging the enforceability, validity, perfection or priority of the Senior Lien Obligations or any liens and security interests
securing the Senior Lien Obligations.


 


Each Junior Lien Claimholder may execute,
verify, deliver and file any proofs of claim in respect of the Junior Lien Obligations.


 


 


 


Section 3.Lien
Priorities.


 


Relative Priorities. Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Junior Lien Obligations granted
on the Collateral or of any Liens securing the Senior Lien Obligations granted on the Collateral and notwithstanding any provision
of the UCC or any other applicable law or the Junior Lien Documents or any defect or deficiencies in, or failure to perfect or
lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing the Senior Lien


 




    	 	10	 



    


    

Obligations, the subordination of such Liens to any other Liens,
or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against
the Company, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior
Lien Claimholder represented by it, hereby agrees that:


 


(a)       any
Lien on the Collateral securing any Senior Lien Obligations now or hereafter held by or on behalf of any Senior Lien Representative,
any Senior Lien Collateral Agent or any Senior Lien Claimholders or any agent or trustee therefor, regardless of how acquired,
whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to
any Lien on the Collateral securing any Junior Lien Obligations; and


 


(b)       any
Lien on the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of any Junior Lien Representative,
any Junior Lien Collateral Agent, any Junior Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether
by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all
Liens on the Collateral securing any Senior Lien Obligations. All Liens on the Collateral securing any Senior Lien Obligations
shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Lien Obligations for all
purposes, whether or not such Liens securing any Senior Lien Obligations are subordinated to any Lien securing any other obligation
of the Company or any other Person.


 


Prohibition on Contesting Liens; No Marshaling.
Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, and each Senior Lien Representative and each Senior Lien Collateral Agent, for itself and on behalf of each
other Senior Lien Claimholder represented by it, agrees that it will not (and hereby waives any right to) directly or indirectly
contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the
priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf of any of the
Senior Lien Claimholders in the Senior Lien Collateral or by or on behalf of any of the Junior Lien Claimholders in the Junior
Lien Collateral, as the case may be, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed
to prevent or impair the rights of any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder
to enforce this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing the Senior
Lien Obligations as provided in Sections 3.1 and 4.1. Until the Discharge of Senior Lien Obligations, no Junior Lien Representative,
Junior Lien Collateral Agent or Junior Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right
that may otherwise be available to a junior secured creditor.


 


No New Liens. So long as the Discharge
of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against
the Company, the parties hereto agree that the Company shall not:


 


(a)       grant
or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted or concurrently
grants a Lien on such asset or property to secure one or more Series of Senior Lien Obligations, the parties hereto agreeing that
any such Lien shall be subject to Section 3.1 hereof; or


 


(b)       grant
or permit any additional Liens on any asset or property to secure any Senior Lien Obligations unless it has granted or concurrently
grants a Lien on such asset or property to secure the Junior Lien Obligations; provided that this provision will not be
violated with respect to any particular Series of Junior Lien Obligations if the applicable Junior Lien Collateral Agent is given
a reasonable opportunity to accept a Lien on any asset or property and such Junior Lien Collateral Agent states in writing that
the Junior Lien Documents in respect thereof prohibit such Junior Lien Collateral Agent from accepting a Lien on such asset or
property or the applicable Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on such asset or property
(any such prohibited or declined Lien with respect to a particular Series of Junior Lien Obligations, a “Junior Lien Declined
Lien”).


 


If any Junior Lien Representative, any Junior
Lien Collateral Agent or any Junior Lien Claimholder shall hold any Lien on any assets or property of the Company securing any
Junior Lien Obligations that are not also subject to one or more first-priority Liens securing Senior Lien Obligations under the
Senior Lien Collateral Documents, such Junior Lien Representative, Junior Lien Collateral Agent or Junior Lien Claimholder shall
notify the Designated Senior Lien Representative promptly upon having actual knowledge thereof and, unless the Company shall promptly
grant a similar Lien on such assets or property to each Senior Lien Collateral Agent as security for the Senior Lien Obligations
represented by it, such Junior Lien Representative, Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to
hold and have held such Lien for the benefit of each Senior


 




    	 	11	 



    


    

Lien Representative, Senior Lien Collateral Agent and the other
Senior Lien Claimholders, other than any Senior Lien Claimholders whose Senior Lien Documents prohibit them from taking such Liens,
as security for the Senior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason,
without limiting any other rights and remedies available to any one or more Senior Lien Representative, Senior Lien Collateral
Agent and the Senior Lien Claimholders, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of each
Junior Lien Claimholder represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as
a result of Liens granted in contravention of this Section 3.3 shall be subject to Section 5.2.


 


Except as provided in the next paragraph,
if any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder shall hold any Lien on any assets
or property of the Company securing any Senior Lien Obligations that are not also subject to one or more Liens securing Junior
Lien Obligations under the Junior Lien Collateral Documents, such Senior Lien Representative, Senior Lien Collateral Agent or Senior
Lien Claimholder shall notify each Junior Lien Representative promptly upon having actual knowledge thereof and, unless the Company
shall promptly grant a similar Lien, other than any such Lien that would constitute a Junior Lien Declined Lien, on such assets
or property to each Junior Lien Collateral Agent as security for the Junior Lien Obligations represented by it, such Senior Lien
Representative, Senior Lien Collateral Agent and Senior Lien Claimholders shall be deemed to hold and have held such Lien for the
benefit of each Junior Lien Representative, Junior Lien Collateral Agent and the other Junior Lien Claimholders (subject to the
priorities set forth herein), other than any Junior Lien Claimholders whose Junior Lien Documents prohibit them from taking such
Liens, as security for the Junior Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason,
without limiting any other rights and remedies available to any one or more Junior Lien Representative, Junior Lien Collateral
Agent and the Junior Lien Claimholders, each Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of each
Senior Lien Claimholder represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as
a result of Liens granted in contravention of this Section 3.3 shall be subject to Section 5.2.


 


Notwithstanding anything in this Agreement
to the contrary, prior to the Discharge of Senior Lien Obligations, cash and cash equivalents may be pledged to secure Senior Lien
Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the Senior Lien Documents
without granting a Lien thereon to secure any other Senior Lien Obligations or any other Junior Lien Obligations.


 


Perfection of Liens. Except for the
arrangements contemplated by Section 5.7, none of the Senior Lien Representatives, Senior Lien Collateral Agents or the Senior
Lien Claimholders shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Collateral for
the benefit of the Junior Lien Representatives, the Junior Lien Collateral Agents or the Junior Lien Claimholders. The provisions
of this Agreement are intended solely to govern the respective Lien priorities as between the Senior Lien Claimholders on the one
hand and the Junior Lien Claimholders on the other hand and such provisions shall not impose on the Senior Lien Representatives,
Senior Lien Collateral Agents, the Senior Lien Claimholders, the Junior Lien Representatives, the Junior Lien Collateral Agents,
the Junior Lien Claimholders or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any
Collateral which would conflict with prior-perfected claims therein in favor of any other Person or any order or decree of any
court or Governmental Authority or any applicable law.


 


Nature of Senior Lien Obligations.
Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder
represented by it, acknowledges that a portion of the Senior Lien Obligations represents, or may in the future represent, debt
that is revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased
or reduced and subsequently reborrowed, and that the terms of the Senior Lien Obligations may be modified, extended or amended
from time to time, and that the aggregate amount of the Senior Lien Obligations may be increased, replaced or refinanced, in each
event, without notice to or consent by the Junior Lien Claimholders and without affecting the provisions hereof. The lien priorities
provided in Section 3.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension,
repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Senior Lien Obligations or the
Junior Lien Obligations, or any portion thereof. In addition, as among the Senior Claimholders, their respective rights and obligations
shall be governed by the Senior Lien Intercreditor Agreement which among other things may provide for various levels of Lien priority
and/or payment priority as among the Senior Claimholders without affecting the provisions hereof.


 




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Section 4.Enforcement.


 


4.1       Exercise
of Remedies.


 


(a)       Until
the Discharge of Senior Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced
by or against the Company, the Junior Lien Representatives, the Junior Lien Collateral Agents and the Junior Lien Claimholders:


 


(1)       will
not commence or maintain, or seek to commence or maintain, any Collateral Enforcement Action or otherwise exercise any rights or
remedies with respect to the Collateral; provided that any one or more of the Junior Lien Representative and the Junior
Lien Collateral Agent may, in accordance with any relevant Junior Lien Security Document, but is not required to, commence a Collateral
Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 180 days
has elapsed since the later of (i) the date on which a Junior Lien Representative declared the existence of any Event of Default
under (and as defined in) any Junior Lien Documents and demanded the repayment of all the principal amount of any Junior Lien Obligations
thereunder; and (ii) the date on which the Senior Lien Representatives received notice from such Junior Lien Representative
of such declarations of such Event of Default and demand for payment (the “Standstill Period”); provided,
further, that notwithstanding anything herein to the contrary, in no event shall any Junior Lien Representative, any Junior Lien
Collateral Agent or any Junior Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding
the expiration of the Standstill Period, any Senior Lien Representative, any Senior Lien Collateral Agent or any applicable Senior
Lien Claimholder(s) shall have commenced and is pursuing a Collateral Enforcement Action or other exercise of its or their rights
or remedies in each case with respect to all or any material portion of the Collateral (prompt written notice of such exercise
to be given to the Junior Lien Representative);


 


(2)       will
not contest, protest or object to (i) any foreclosure proceeding or action brought by any Senior Lien Representative, any
Senior Lien Collateral Agent or any Senior Lien Claimholder or (ii) any other exercise by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Senior Lien Claimholder of any rights and remedies relating to the Collateral under the
Senior Lien Documents or otherwise (including any Collateral Enforcement Action initiated by or supported by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Senior Lien Claimholder); and


 


(3)       subject
to their rights under clause (a)(1) above will not object to the forbearance by any Senior Lien Representative, any Senior
Lien Collateral Agent or any Senior Lien Claimholder from bringing or pursuing any foreclosure proceeding or action or any other
exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by any Senior Lien
Representative in excess of those necessary to achieve a Discharge of Senior Lien Obligations are distributed in accordance with
Section 5.1 hereof and applicable law.


 


(b)       Until
the Discharge of Senior Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced
by or against the Company, subject to Section 4.1(a)(1), the Senior Lien Representatives, the Senior Lien Collateral
Agents and the Senior Lien Claimholders shall have the exclusive right to (i) commence and maintain a Collateral Enforcement
Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except
that Junior Lien Representatives shall have the credit bid rights set forth in Section 4.1(c)(6)), and (ii) subject
to Section 5.3, make determinations regarding the release, disposition, or restrictions with respect to the Collateral
without any consultation with or the consent of any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior
Lien Claimholder; provided that, in each case, any proceeds received by any Senior Lien Representative in excess of those
necessary to achieve a Discharge of Senior Lien Obligations are distributed in accordance with Section 5.1 hereof and
applicable law. In commencing or maintaining any Collateral Enforcement Action or otherwise exercising rights and remedies with
respect to the Collateral, the Senior Lien Representatives, Senior Lien Collateral Agents and the Senior Lien Claimholders may
enforce the provisions of the Senior Lien Documents and exercise remedies thereunder, all in such order and in such manner as they
may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with any
Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder and regardless of whether any
such exercise is adverse to the interest of any Junior Lien Claimholder. Such exercise and


 




    	 	13	 



    


    

enforcement shall include the rights of an agent appointed
by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition,
and to exercise all the rights and remedies of a secured creditor under the UCC and under Bankruptcy Law of any applicable jurisdiction.


 


(c)       Notwithstanding
the foregoing, any Junior Lien Representative, any Junior Lien Collateral Agent, in accordance with any relevant Junior Lien Security
Document, and any other Junior Lien Claimholder may:


 


(1)       file
a claim or statement of interest with respect to the Junior Lien Obligations; provided that an Insolvency or Liquidation
Proceeding has been commenced by or against the Company;


 


(2)       take
any action not adverse to the priority status of the Liens on the Collateral securing the Senior Lien Obligations, or the rights
of any Senior Lien Representative, any Senior Lien Collateral Agent or the Senior Lien Claimholders to exercise remedies in respect
thereof, in order to create, perfect, preserve or protect its Lien on the Collateral;


 


(3)       file
any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made
by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Lien Claimholders, including any claims
secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;


 


(4)       vote
on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any
arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Lien Obligations
and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or
reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement
or proposal similar to the foregoing by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien
Claimholder, may be inconsistent with the provisions of this Agreement;


 


(5)       exercise
any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted
by Section 4.1(a)(1); and


 


(6)       bid
for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any Senior Lien Representative,
any Senior Lien Collateral Agent or any other Senior Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation
Proceeding; provided that such bid may not include a “credit bid” in respect of any Junior Lien Obligations
unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Senior Lien Obligations.


 


Each Junior Lien Representative and each
Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees that it will
not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including
set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of Senior
Lien Obligations has occurred, except in connection with any foreclosure that is expressly permitted by Section 4.1(a)(1)
to pursue after the expiration of the Standstill Period to the extent such Junior Lien Representative or such Junior Lien Collateral
Agent and Junior Lien Claimholders represented by it are permitted to retain the proceeds thereof in accordance with Section 5.2
of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lien Obligations
has occurred, except as expressly provided in Sections 4.1(a), 6.3(b) and this Section 4.1(c), the
sole right of the Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders with respect
to the Collateral is to hold a Lien on the Collateral pursuant to the Junior Lien Collateral Documents for the period and to the
extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lien Obligations has
occurred.


 


(d)       Subject
to Sections 4.1(a) and (c) and Section 6.3(b):


 


(1)       each
Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, agrees that such Junior Lien Representative or such Junior Lien Collateral Agent and such Junior Lien Claimholders
represented by it will not take any action that would hinder any exercise of remedies under the Senior Lien Documents or that is
otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by
foreclosure or otherwise;


 


(2)       each
Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, hereby waives any and all


 




    	 	14	 



    


    

rights such Junior Lien Representative or such Junior
Lien Collateral Agent and such Junior Lien Claimholders represented by it may have as a junior lien creditor or otherwise to object
to the manner in which any Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder seeks
to enforce or collect the Senior Lien Obligations or Liens securing the Senior Lien Obligations granted in any of the Senior Lien
Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of
any Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder is adverse to the interest
of any Junior Lien Claimholder; and


 


(3)       each
Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Junior Lien Documents
(other than this Agreement) shall be deemed to restrict in any way the rights and remedies of any Senior Lien Representative, any
Senior Lien Collateral Agent or any other Senior Lien Claimholder with respect to the Collateral as set forth in this Agreement
and the Senior Lien Documents.


 


(e)       Except
as specifically set forth in this Agreement, Article II of the Initial Junior Lien Indentures and the Note Subordination Agreements,
the Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders may exercise rights and
remedies as unsecured creditors against the Company that has guaranteed or granted Liens to secure the Junior Lien Obligations
in accordance with the terms of the Junior Lien Documents and applicable law (other than initiating or joining in an involuntary
case or proceeding under any Insolvency or Liquidation Proceeding with respect to the Company); provided that in the event
that any Junior Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its
rights as an unsecured creditor with respect to the Junior Lien Obligations, such judgment Lien shall be subject to the terms of
this Agreement for all purposes (including in relation to the Senior Lien Obligations) in the same manner as the other Liens securing
the Junior Lien Obligations are subject to this Agreement.


 


(f)       Except
as specifically set forth in Sections 4.1(a) and (d), and without limiting Article II of the Initial Junior
Lien Indentures or the Note Subordination Agreements, nothing in this Agreement shall prohibit the receipt by any Junior Lien Representative,
any Junior Lien Collateral Agent or any other Junior Lien Claimholder of the required payments of interest, principal and other
amounts owed in respect of the Junior Lien Obligations so long as such receipt is not the direct or indirect result of the exercise
by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder of rights or remedies
as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by
any of them or as a result of any other violation by any Junior Lien Claimholder of the express terms of this Agreement. Nothing
in this Agreement impairs or otherwise adversely affects any rights or remedies any Senior Lien Representative, any Senior Lien
Collateral Agent or other Senior Lien Claimholder may have with respect to the Senior Lien Collateral.


 


Actions Upon Breach; Specific Performance.
If any Junior Lien Claimholder, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to
take any action with respect to the Collateral (including any attempt to realize upon or enforce any remedy with respect to this
Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and
admission by such Junior Lien Claimholder that relief against such Junior Lien Claimholder by injunction, specific performance
and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Senior Lien Claimholders, it being understood
and agreed by each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder
represented by it, that (i) the Senior Lien Claimholders’ damages from actions of any Junior Lien Claimholder may at
that time be difficult to ascertain and may be irreparable and (ii) each Junior Lien Claimholder waives any defense that either
or both the Company and the Senior Lien Claimholders cannot demonstrate either or both damage and be made whole by the awarding
of damages. Each of the Senior Lien Representatives and Senior Lien Collateral Agents may demand specific performance of this Agreement.
Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder
represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might
be asserted to bar the remedy of specific performance in any action which may be brought by any Senior Lien Representative, any
Senior Lien Collateral Agent or any other Senior Lien Claimholder. No provision of this Agreement shall constitute or be deemed
to constitute a waiver by any Senior Lien Representative or any Senior Lien Collateral Agent on behalf of itself and each other
Senior Lien Claimholder represented by it, of any right to seek damages from any Person in connection with any breach or alleged
breach of this Agreement.


 




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Section 5.Payments.


 


Application of Proceeds. So long
as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been
commenced by or against the Company, any Collateral or any proceeds thereof, Restricted Assets or any proceeds thereof or Sale
Proceeds received in connection with any Collateral Enforcement Action or other exercise of remedies by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Senior Lien Claimholder, shall be applied by the Senior Lien Collateral Agents or the Senior
Lien Representatives, as applicable, to the Senior Lien Obligations in such order as specified in the relevant Senior Lien Documents
and, if then in effect, the Senior Lien Intercreditor Agreement; provided, that any non-cash Collateral or non-cash proceeds may
be held by the applicable Senior Lien Collateral Agent as Collateral unless the failure to apply such amounts would be commercially
unreasonable. Upon the Discharge of Senior Lien Obligations, each Senior Lien Collateral Agent shall (x) unless a Discharge
of Junior Lien Obligations has already occurred, deliver any remaining proceeds of Collateral, Restricted Assets and Sale Proceeds
held by it to the Junior Lien Collateral Agent, to be applied by the Junior Lien Collateral Agent and the other Junior Lien Collateral
Agents or Junior Lien Representatives, as applicable, to the applicable Junior Lien Obligations in such order as specified in the
applicable Junior Lien Documents and (y) if a Discharge of Junior Lien Obligations has already occurred, deliver such proceeds
of Collateral, Restricted Assets and Sale Proceeds to the Company or to whomever may be lawfully entitled to receive the same.
Without limiting the generality of the foregoing, it is the intention of the parties hereto that no amount of any Sale Proceeds
will in any event be allocated to any Restricted Assets, and no Junior Lien Representative, Junior Lien Collateral Agent or other
Junior Lien Claimholder will, in any forum (including in any Insolvency or Liquidation Proceeding), assert that any amount of any
Sale Proceeds should be allocated to any Restricted Assets.


 


5.2       Payments
Over.


 


(a)       So
long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against the Company, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and all
Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3
and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative,
Junior Lien Collateral Agent or any other Junior Lien Claimholder in connection with any Collateral Enforcement Action or other
exercise of any right or remedy relating to the Collateral or the Restricted Assets, in all cases shall be segregated and held
in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders
in the same form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations
or warranties) or as a court of competent jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby
authorized to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents or any such
other Junior Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior
Lien Obligations.


 


(b)       So
long as the Discharge of Senior Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any Junior Lien
Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall receive any distribution of money or
other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any assets or proceeds subject to Liens
that have been avoided or otherwise invalidated), such money or other property shall be segregated and held in trust and forthwith
paid over to the Designated Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received,
with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any
Lien received by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder in respect
of any of the Junior Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.


 


5.3       Releases.


 


(a)       If
in connection with any Collateral Enforcement Action by any Senior Lien Representative or any Senior Lien Collateral Agent or any
other exercise of any Senior Lien Representative’s or any Senior Lien Collateral Agent’s remedies in respect of the
Collateral, in each case prior to the Discharge of Senior Lien Obligations, such Senior Lien Collateral Agent, for itself or on
behalf of any of the Senior Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral, then
the Liens, if any, of each Junior Lien Collateral Agent, for itself or for the benefit of the Junior Lien Claimholders, on such


 




    	 	16	 



    


    

Collateral, shall be automatically, unconditionally
and simultaneously released. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself or on behalf of
any Junior Lien Claimholder represented by it, shall, within a reasonable time following such request, execute and deliver to the
Senior Lien Representatives, Senior Lien Collateral Agents or the Company, such termination statements, releases and other documents
as any Senior Lien Representative, Senior Lien Collateral Agent or the Company may request in writing to effectively confirm the
foregoing releases, provided that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required
to take any action if such actions would violate applicable law or court order.


 


(b)       If
in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by the Company (collectively, a “Disposition”)
permitted under the terms of the Senior Lien Documents and not expressly prohibited under the terms of the Junior Lien Documents
(other than in connection with a Collateral Enforcement Action or other exercise of any one or more Senior Lien Representative’s
and Senior Lien Collateral Agent’s remedies in respect of the Collateral, which shall be governed by Section 5.3(a)
above above), any Senior Lien Collateral Agent, for itself or on behalf of any Senior Lien Claimholder represented by it, releases
any of its Liens on any part of the Collateral, other than (A) in connection with, or following, the Discharge of Senior Lien
Obligations or (B) after the occurrence and during the continuance of any Event of Default under (and as defined in) any Junior
Lien Documents, then the Liens, if any, of each Junior Lien Collateral Agent, for itself or for the benefit of the Junior Lien
Claimholders represented by it, on such Collateral shall be automatically, unconditionally and simultaneously released. Each Junior
Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented
by it, shall, promptly execute and deliver to the Senior Lien Representatives, the Senior Lien Collateral Agents or the Company
such termination statements, releases and other documents as any Senior Lien Representative, Senior Lien Collateral Agent or the
Company may request to effectively confirm such release, provided that the Junior Lien Representative and Junior Lien Collateral
Agent shall not be required to take any action if such actions would violate applicable law or court order.


 


(c)       Until
the Discharge of Senior Lien Obligations occurs, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself
and on behalf of each other Junior Lien Claimholder represented by it, hereby irrevocably constitutes and appoints the Designated
Senior Lien Collateral Agent and any officer or agent of the Designated Senior Lien Collateral Agent, with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Lien Representative,
such Junior Lien Collateral Agent and such Junior Lien Claimholders or in the Designated Senior Lien Collateral Agent’s own
name, from time to time in the Designated Senior Lien Collateral Agent’s discretion, for the purpose of carrying out the
terms of this Section 5.3, to take any and all appropriate action and to execute any and all documents and instruments
which may be necessary to accomplish the purposes of this Section 5.3, including any endorsements or other instruments
of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.


 


(d)       Until
the Discharge of Senior Lien Obligations occurs, to the extent that any Senior Lien Collateral Agent, any Senior Lien Representative
or Senior Lien Claimholders (i) has released any Lien on Collateral and any such Liens are later reinstated or (ii) obtains
any new Liens from the Company, then each Junior Lien Collateral Agent, for itself and for the Junior Lien Claimholders represented
by it, shall be granted a Lien on any such Collateral (except to the extent such Lien represents a Junior Lien Declined Lien with
respect to the Junior Lien Debt represented by such Junior Lien Collateral Agent), subject to the lien subordination provisions
of this Agreement, and each Junior Lien Representative, for itself and for the Junior Lien Claimholders represented by it, shall
be granted an additional lien.


 


Insurance. Unless and until the Discharge
of Senior Lien Obligations has occurred, the Senior Lien Representatives, the Senior Lien Collateral Agents and the other Senior
Lien Claimholders shall have the sole and exclusive right, subject to the rights of the Company under the Senior Lien Documents,
to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award
granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. Subject to the
rights of the Company under the Senior Lien Documents, all proceeds of any such policy and any such award (or any payments with
respect to a deed in lieu of condemnation) if in respect of the Collateral shall be applied in the order of priority set forth
in Section 5.1. Until the Discharge of Senior Lien Obligations has occurred, if any Junior Lien Representative, any Junior
Lien Collateral Agent or any other Junior Lien Claimholder shall, at any time, receive any proceeds of any such insurance policy
or any such award or payment in contravention of this


 




    	 	17	 



    


    

Agreement, then it shall segregate and hold in trust and forthwith
pay such proceeds over to the Designated Senior Lien Collateral Agent in accordance with the terms of Section 5.2.


 


5.5       Amendments
to Senior Lien Documents and Junior Lien Documents.


 


(a)       The
Senior Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified from time
to time in accordance with their terms and the Senior Lien Claims of any Series may be Refinanced subject to Section 5.8
and Section 8.7, in each case, without notice to, or the consent of, any Junior Lien Representative, any Junior Lien
Collateral Agent or any other Junior Lien Claimholder, all without affecting the lien subordination or other provisions of this
Agreement; provided that any such amendment, supplement or modification or Refinancing is not inconsistent with the terms
of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt or their agent bind themselves in a writing
addressed to each Junior Lien Collateral Agent to the terms of this Agreement.


 


(b)       The
Junior Lien Documents may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance
with their terms and the Junior Lien Debt of any Series may be Refinanced in full but not in part subject to Section 5.8
and Section 8.7, in each case, without notice to, or the consent of, any Senior Lien Representative, any Senior Lien
Collateral Agent or any other Senior Lien Claimholder, all without affecting the lien subordination or other provisions of this
Agreement, provided that any such amendment, restatement, supplement or modification or Refinancing is not inconsistent
with the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt or their agent bind
themselves in a writing addressed to each Senior Lien Collateral Agent to the terms of this Agreement; and provided further that
any such amendment, restatement, supplement, modification or Refinancing shall not, without the consent of each Senior Lien Representative:


 


(1)       increase
the then-outstanding principal amount of the Junior Lien Debt of that Series, provided, that the foregoing shall not restrict any
increases in principal resulting from any “payment in kind”;


 


(2)       increase
the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to the Indebtedness
outstanding under the Junior Lien Documents of that Series in a manner that would result in the total yield thereon to exceed by
more than [3]% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness became Junior
Lien Debt (excluding increases resulting from the accrual of interest at the default rate);


 


(3)       amend
or otherwise modify any “Default” or “Event of Default” (as each such term is defined in the Junior Lien
Documents for that Series) thereunder in a manner adverse to the loan parties thereunder;


 


(4)       accelerate
any date upon which a scheduled payment of principal or interest is due, or otherwise decrease the weighted average life to maturity;


 


(5)       modify
(or undertake any action having the effect of a modification of) the mandatory prepayment provisions of the Junior Lien Documents
for that Series in a manner adverse to the Senior Lien Claimholders; or


 


(6)       increase
materially the obligations of the obligor thereunder or confer any additional material rights of the Junior Lien Claimholders (or
a representative on their behalf) which would be adverse to any Senior Lien Claimholders.


 


(c)       In
the event any Senior Lien Collateral Agent or the applicable Senior Lien Claimholders and the Company enter into any amendment,
waiver or consent in respect of any of the Senior Lien Collateral Documents for the purpose of adding to, or deleting from, or
waiving or consenting to any departures from any provisions of, any Senior Lien Collateral Document or changing in any manner the
rights of the applicable Senior Lien Collateral Agent, Senior Lien Claimholders, or the Company thereunder, then such amendment,
waiver or consent shall apply automatically to any comparable provision of a Junior Lien Collateral Document without the consent
of any Junior Lien Representative, Junior Lien Collateral Agent or other Junior Lien Claimholder and without any action by any
Junior Lien Representative, any Junior Lien Collateral Agent, any other Junior Lien Claimholder, or the Company, provided
that:


 


(1)       no
such amendment, waiver or consent shall have the effect of:


 


(A)       removing
assets subject to the Lien of the Junior Lien Collateral Documents, except to the extent that a release of such Lien is permitted
or required by Section 5.3 and provided that there is a corresponding release of the Liens securing any Senior Lien
Obligations;


 




    	 	18	 



    


    

(B)       imposing
duties on any Junior Lien Collateral Agent or any Junior Lien Representative without its consent;


 


(C)       permitting
other Liens on the Collateral not permitted under the terms of the Junior Lien Documents or Section 6 hereof; or


 


(D)       being
prejudicial to the interests of the Junior Lien Claimholders to a materially greater extent than the Senior Lien Claimholders (other
than by virtue of their relative priority and the rights and obligations hereunder); and


 


(2)       notice
of such amendment, waiver or consent shall have been given to each Junior Lien Collateral Agent within ten (10) Business Days
after the effective date of such amendment, waiver or consent.


 


Confirmation of Subordination in Junior
Lien Collateral Documents. The Company agrees that each Junior Lien Collateral Document shall include the following language
(or language to similar effect approved by the Designated Senior Lien Collateral Agent):


 


“Notwithstanding anything herein to the contrary,
the lien and security interest granted to the [collateral agent] pursuant to this Agreement and the exercise of any right or remedy
by the [collateral agent] hereunder are subject to the provisions of the Junior Lien Subordination and Intercreditor Agreement,
dated as of [                    ]
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Junior Lien Subordination
and Intercreditor Agreement”), among [                    ],
as Initial Senior Lien Representative, [        ], as Initial Senior Lien Collateral Agent,
[                    ], as
Initial Junior Lien Representative, [            ], as Initial Junior
Lien Collateral Agent and certain other persons party to the Junior Lien Subordination and Intercreditor Agreement or that may
become party thereto from time to time. In the event of any conflict between the terms of the Junior Lien Subordination and Intercreditor
Agreement and this Agreement, the terms of the Junior Lien Subordination and Intercreditor Agreement shall govern and control.”


 


 


 


5.7       Gratuitous
Bailee/Agent for Perfection; Rights of Initial Senior Collateral Agent and Initial Senior Lien Representative.


 


(a)       Each
Senior Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession
or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under
the UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Lien Claimholders
and gratuitous bailee for the Junior Lien Collateral Agents (such bailment being intended, among other things, to satisfy the requirements
of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof solely for the purpose of perfecting
the security interest granted under the Senior Lien Documents and the Junior Lien Documents, respectively, subject to the terms
and conditions of this Section 5.7. Solely with respect to any deposit accounts under the control (within the meaning
of Section 9-104 of the UCC) of any Senior Lien Collateral Agent, such Senior Lien Collateral Agent hereby agrees to also
hold control over such deposit accounts as gratuitous agent for the Junior Lien Collateral Agents, subject to the terms and conditions
of this Section 5.7.


 


(b)       No
Senior Lien Collateral Agent shall have any obligation whatsoever to the Junior Lien Representatives, the Junior Lien Collateral
Agents or the Junior Lien Claimholders to ensure that the Pledged Collateral is genuine or owned by the Company, to perfect the
security interests of the Junior Lien Collateral Agents or other Junior Lien Claimholders or to preserve rights or benefits of
any Person except as expressly set forth in this Section 5.7. The duties or responsibilities of any Senior Lien Collateral
Agent under this Section 5.7 shall be limited solely to holding the Pledged Collateral as gratuitous bailee (and with
respect to deposit accounts, agent) in accordance with this Section 5.7 and delivering the Pledged Collateral upon
a Discharge of Senior Lien Obligations as provided in paragraph (d) below.


 


(c)       No
Senior Lien Collateral Agent or any other Senior Lien Claimholder shall have by reason of the Senior Lien Collateral Documents,
the Junior Lien Collateral Documents, this Agreement or any other document, a fiduciary relationship in respect of any Junior Lien
Representative or any other Junior Lien Claimholder and the Junior Lien Representatives, the Junior Lien Collateral Agents and
the Junior Lien Claimholders hereby waive and release the Senior Lien Collateral Agents and the other Senior Lien Claimholders
from all claims and liabilities arising pursuant to any Senior Lien Collateral Agent’s role under this Section 5.7
as gratuitous bailee and gratuitous agent with respect to the Pledged Collateral. It is understood and agreed that the interests
of the Senior Lien Collateral Agents and the other Senior Lien


 




    	 	19	 



    


    

Claimholders, on the one hand, and the Junior Lien
Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders on the other hand, may differ and the
Senior Lien Collateral Agents and the other Senior Lien Claimholders shall be fully entitled to act in their own interest without
taking into account the interests of the Junior Lien Representatives, the Junior Lien Collateral Agents or other Junior Lien Claimholders.


 


(d)       Upon
the Discharge of Senior Lien Obligations, each Senior Lien Collateral Agent shall deliver the remaining Pledged Collateral in its
possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and without any representation
or warranty), (x) unless a Discharge of Junior Lien Obligations has not already occurred, to the Junior Lien Collateral Agent
and (y) if a Discharge of Junior Lien Obligations has already occurred, to the Company or to whomever may be lawfully entitled
to receive the same. Following the Discharge of Senior Lien Obligations, each Senior Lien Collateral Agent further agrees to take
all other action required or requested by any Junior Lien Collateral Agent at the expense of the Company in connection with the
Junior Lien Collateral Agents obtaining a first-priority security interest in the Collateral. After the Discharge of Senior Lien
Obligations has occurred, upon the Discharge of Junior Lien Obligations, each Junior Lien Collateral Agent shall deliver the remaining
Pledged Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse
and without any representation or warranty, to the Company or to whomever may be lawfully entitled to receive the same.


 


(e)       Upon
execution of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following such requirements
or requests, (x) enter into such documents and agreements as the Company or the Initial Senior Lien Representative and/or
the Initial Senior Lien Collateral Agent or Initial Senior Lien Representative shall reasonably request in order to provide to
the Initial Senior Lien Collateral Agent and Initial Senior Lien Representative the rights contemplated hereby, in each case consistent
in all material respects with the terms of this Agreement and (y) deliver to such Initial Senior Lien Collateral Agent any
Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Initial Senior Lien Collateral
Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative or Junior Lien Collateral
Agent shall not be required to take any action if such actions would violate applicable law or court order.


 


When Discharge of Obligations Deemed
to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations has occurred or contemporaneously therewith,
the Company enters into any Refinancing of any Senior Lien Documents evidencing a Senior Lien Obligation, then such Discharge of
Senior Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with
respect to any actions taken as a result of the occurrence of such first Discharge of Senior Lien Obligations), and, from and after
the date on which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing
each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable
Senior Lien Documents shall automatically be treated as Senior Lien Obligations for all purposes of this Agreement, including for
purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Additional Senior Lien Representative
and the Additional Senior Lien Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and
Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company
in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall,
promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this
Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral
Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien
Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement
and (y) deliver to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary
endorsements (or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided
that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would
violate applicable law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in
respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien
Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same
extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of
Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lien.


 




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Section 6.Insolvency
or Liquidation Proceedings.


 


Finance and Sale Issues. Until the
Discharge of Senior Lien Obligations has occurred, if the Company shall be subject to any Insolvency or Liquidation Proceeding
and any Senior Lien Representative shall desire to permit the use of “Cash Collateral” (as such term is defined in
Section 363(a) of the Bankruptcy Code) on which such Senior Lien Representative, such Senior Lien Collateral Agent or any
other creditor has a Lien, or to permit the Company to obtain financing, whether from the Senior Lien Claimholders or any other
Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then each
Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders for either or both
such Cash Collateral use and DIP Financing which are acceptable to any Senior Lien Representative) and to the extent the Liens
securing the Senior Lien Obligations are subordinated to or pari passu with such DIP Financing, each Junior Lien Collateral Agent
will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and
each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, will not request adequate protection or any other relief in connection therewith (except as expressly agreed
by the Designated Senior Lien Representative or to the extent permitted by Section 6.3); provided that the Junior Lien Representatives
and the other Junior Lien Claimholders retain the right to object to any ancillary agreements or arrangements regarding Cash Collateral
use or the DIP Financing that are materially prejudicial to their interests. No Junior Lien Claimholder may provide DIP Financing
to the Company secured by Liens equal or senior in priority to the Liens securing any Senior Lien Obligations. Each Junior Lien
Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented
by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell,
liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite Senior Lien Claimholders
have consented to such sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien Collateral
Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will not directly
or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition, including orders
to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the requisite Senior
Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection with such sale, liquidation
or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in which event the Junior Lien
Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy
Code and such order does not materially impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy
Code.


 


Notwithstanding any other provision hereof
to the contrary, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other
Junior Lien Claimholder represented by it, agrees that (A) without the consent of the Senior Lien Claimholders, none of such
Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or
the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support,
endorse, propose or submit, whether directly or indirectly, any valuation of the Company or their respective assets that allocates
or ascribes any value whatsoever to any of the Restricted Assets and (B) without the consent of the Senior Lien Claimholders,
none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or
any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise,
challenge, dispute or object, whether directly or indirectly, to any valuation of the Company or its assets, or otherwise take
any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding,
on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.


 


Relief from the Automatic Stay. Until
the Discharge of Senior Lien Obligations has occurred, each Junior Lien Representative and each Junior Lien Collateral Agent, for
itself and on behalf of each other Junior Lien Claimholder represented by it, agrees that none of them shall: (i) seek (or
support any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding
in respect of the Collateral or the Restricted Assets, without the prior written consent of all of the Senior Lien Representatives,
unless a motion for adequate protection permitted under Section 6.3 has been denied by a bankruptcy court or (ii) oppose
(or support any other Person in opposing) any request by any Senior Lien Representative or Senior Lien Collateral Agent for relief
from such stay.


 




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6.3       Adequate
Protection.


 


(a)       Each
Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, agrees that none of them shall contest (or support any other Person contesting):


 


(1)       any
request by any Senior Lien Representative, any Senior Lien Collateral Agent or other Senior Lien Claimholder for adequate protection
under any Bankruptcy Law; or


 


(2)       any
objection by any Senior Lien Representative, any Senior Lien Collateral Agent or other Senior Lien Claimholder to any motion, relief,
action or proceeding based on such Senior Lien Representative, Senior Lien Collateral Agent or Senior Lien Claimholder claiming
a lack of adequate protection.


 


(b)       Notwithstanding
the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:


 


(1)       if
the Senior Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in connection
with any  Cash Collateral use or DIP Financing, then each Junior Lien Collateral Agent,
for itself or on behalf of any other Junior Lien Claimholder represented by it, may seek or request adequate protection in the
form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Senior Lien Obligations
and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing
the Junior Lien Obligations are so subordinated to the Senior Lien Obligations under this Agreement; and


 


(2)       the
Junior Lien Representatives, the Junior Lien Collateral Agents and Junior Lien Claimholders shall only be permitted to seek adequate
protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding in the form of (A) additional
collateral; provided that as adequate protection for the Senior Lien Obligations, each Senior Lien Collateral Agent, on
behalf of the Senior Lien Claimholders represented by it, is also granted a Lien on such additional collateral, which Lien shall
be senior to any Lien of the Junior Lien Representatives, the Junior Lien Collateral Agents and the Junior Lien Claimholders on
such additional collateral; (B) replacement Liens on the Collateral; provided that as adequate protection for the Senior
Lien Obligations, each Senior Lien Collateral Agent, on behalf of the Senior Lien Claimholders represented by it, is also granted
replacement Liens on the Collateral, which Liens shall be senior to the Liens of the Junior Lien Representatives, the Junior Lien
Collateral Agents and the Junior Lien Claimholders on the Collateral; (C) an administrative expense claim; provided
that as adequate protection for the Senior Lien Obligations, each Senior Lien Representative, on behalf of the Senior Lien Claimholders
represented by it, is also granted an administrative expense claim which is senior and prior to the administrative expense claim
of the Junior Lien Representatives and the other Junior Lien Claimholders; and (D) cash payments with respect to interest
on the Junior Lien Obligations; provided that (1) as adequate protection for the Senior Lien Obligations, each Senior
Lien Representative, on behalf of the Senior Lien Claimholders represented by it, is also granted cash payments with respect to
interest on the Senior Lien Obligation represented by it and (2) such cash payments do not exceed an amount equal to the interest
accruing on the principal amount of Junior Lien Obligations outstanding on the date such relief is granted at the interest rate
under the applicable Junior Lien Documents and accruing from the date the applicable Junior Lien Representative is granted such
relief. If any Junior Lien Claimholder receives Post-Petition Interest and/or adequate protection payments in an Insolvency or
Liquidation Proceeding (“Junior Lien Adequate Protection Payments”) and the Senior Lien Claimholders do not
receive payment in full in cash of all Senior Lien Obligations upon the effectiveness of the plan of reorganization for, or conclusion
of, that Insolvency or Liquidation Proceeding, then each Junior Lien Claimholder shall pay over to the Senior Lien Claimholders
an amount (the “Pay-Over Amount”) equal to the lesser of (i) the Junior Lien Adequate Protection Payments
received by such Junior Lien Claimholder and (ii) the amount of the short-fall (the “Short Fall”) in payment
in full in cash of the Senior Lien Obligations; provided that to the extent any portion of the Short Fall represents payments
received by the Senior Lien Claimholders in the form of promissory notes, equity or other property equal in value to the cash paid
in respect of the Pay-Over Amount, the Senior Lien Claimholders shall, upon receipt of the Pay-Over Amount, transfer those promissory
notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, to the applicable Junior Lien
Claimholders pro rata in exchange for the Pay-Over


 




    	 	22	 



    


    

Amount. Notwithstanding anything herein to the contrary,
the Senior Lien Claimholders shall not be deemed to have consented to, and expressly retain their rights to object to, the grant
of adequate protection in the form of cash payments to the Junior Lien Claimholders made pursuant to this Section 6.3(b).


 


No Waiver. Subject to Section 6.7(b),
nothing contained herein shall prohibit or in any way limit any Senior Lien Representative or any other Senior Lien Claimholder
from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any Junior Lien Representative or
any other Junior Lien Claimholder, including the seeking by any Junior Lien Representative or any other Junior Lien Claimholder
of adequate protection or the asserting by any Junior Lien Representative or any other Junior Lien Claimholder of any of its rights
and remedies under the Junior Lien Documents or otherwise.


 


Avoidance Issues. If any Senior Lien
Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of
the Company any amount paid in respect of Senior Lien Obligations (a “Recovery”), then such Senior Lien Claimholder
shall be entitled to a reinstatement of its Senior Lien Obligations with respect to all such recovered amounts on the date of such
Recovery, and from and after the date of such reinstatement the Discharge of Senior Lien Obligations shall be deemed not to have
occurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall
be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of the parties hereto from such date of reinstatement. This Section 6.5 shall survive termination of
this Agreement.


 


Reorganization Securities. If, in
any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the
reorganized debtor are distributed pursuant to a plan of reorganization, arrangement, compromise or liquidation or similar dispositive
restructuring plan, both on account of Senior Lien Obligations and on account of Junior Lien Obligations, then, to the extent the
debt obligations distributed on account of the Senior Lien Obligations and on account of the Junior Lien Obligations are secured
by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant
to such plan and will apply with like effect to the Liens securing such debt obligations.


 


6.7       Post-Petition
Interest.


 


(a)       None
of any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall oppose or seek to
challenge any claim by any Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder for
allowance in any Insolvency or Liquidation Proceeding of Senior Lien Obligations consisting of Post-Petition Interest to the extent
of the value of the Lien of the Senior Lien Collateral Agents on behalf of the Senior Lien Claimholders on the Collateral or any
other Senior Lien Claimholder’s Lien on the Collateral, without regard to the existence of the Liens of the Junior Lien Collateral
Agents or the other Junior Lien Claimholders on the Collateral.


 


(b)       None
of any Senior Lien Representative, Senior Lien Collateral Agent or any other Senior Lien Claimholder shall oppose or seek to challenge
any claim by any Junior Lien Representative, Junior Lien Collateral Agent or any other Junior Lien Claimholder for allowance in
any Insolvency or Liquidation Proceeding of Junior Lien Obligations consisting of Post-Petition Interest to the extent of the value
of the Lien of the Junior Lien Collateral Agents, on behalf of the Junior Lien Claimholders, on the Collateral (after taking into
account the amount of the Senior Lien Obligations).


 


Waiver. Each Junior Lien Representative
and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, waives
any claim it may hereafter have against any Senior Lien Claimholder arising out of the election of any Senior Lien Claimholder
of the application of Section 1111(b)(2) of the Bankruptcy Code, and out of any cash collateral or financing arrangement or
out of any grant of a security interest in connection with the Collateral in any Insolvency or Liquidation Proceeding so long as
such actions are not in express contravention of the terms of this Agreement.


 


Separate Grants of Security and Separate
Classification. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other
Junior Lien Claimholder represented by it, and each Senior Lien Representative and each Senior Lien Collateral Agent, for itself
and on behalf of each other Senior Lien Claimholder represented by it, acknowledges and agrees that:


 


(a)       the
grants of Liens pursuant to the Senior Lien Collateral Documents and the Junior Lien Collateral Documents constitute two separate
and distinct grants of Liens; and


 


(b)       because
of, among other things, their differing rights in the Collateral, the Junior Lien Obligations are fundamentally different from
the Senior Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency
or Liquidation Proceeding.


 




    	 	23	 



    


    

To further effectuate the intent of the
parties as provided in the immediately preceding sentence, if it is held that the claims of the Senior Lien Claimholders and the
Junior Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior
and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall be made
as if there were separate classes of senior and junior secured claims against the Company in respect of the Collateral (with the
effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims
held by the Junior Lien Claimholders), the Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed
to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were
such separate classes of senior and junior secured claims) in respect of Post-Petition Interest (including any additional interest
payable pursuant to the Senior Lien Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency
or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Junior Lien Claimholders with respect
to the Collateral, with each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each
other Junior Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the Designated Senior Lien Collateral
Agent, for itself and on behalf of each other Senior Lien Claimholder, Collateral or proceeds of Collateral otherwise received
or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of
reducing the claim or recovery of the Junior Lien Claimholders).


 


Effectiveness in Insolvency or Liquidation
Proceedings. The Parties acknowledge that this Agreement is a “subordination agreement” under section 510(a)
of the Bankruptcy Code, which will be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding.
All references in this Agreement to the Company will include such Person as a debtor-in-possession and any receiver or trustee
for such Person in an Insolvency or Liquidation Proceeding.


 


 


 


Section 7.Reliance;
Waivers.


 


Reliance. Other than any reliance
on the terms of this Agreement, each Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of itself and
each other Senior Lien Claimholder represented by it, acknowledges that it and such Senior Lien Claimholders have, independently
and without reliance on any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder,
and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each
of the Senior Lien Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision
in taking or not taking any action under the Senior Lien Documents or this Agreement. Each Junior Lien Representative and each
Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, acknowledges that it
and such Junior Lien Claimholders have, independently and without reliance on any Senior Lien Representative, any Senior Lien Collateral
Agent or any other Senior Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit
analysis and decision to enter into each of the Junior Lien Documents and be bound by the terms of this Agreement and they will
continue to make their own credit decision in taking or not taking any action under the Junior Lien Documents or this Agreement.


 


No Warranties or Liability. Each
Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of itself and each other Senior Lien Claimholder represented
by it, acknowledges and agrees that no Junior Lien Representative or other Junior Lien Claimholder has made any express or implied
representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability
of any of the Junior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except
as otherwise provided herein, the Junior Lien Claimholders will be entitled to manage and supervise their respective extensions
of credit under the Junior Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.
Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder
represented by it, acknowledges and agrees that no Senior Lien Representative or other Senior Lien Claimholder has made any express
or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability
or enforceability of any of the Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens
thereon. Except as otherwise provided herein, the Senior Lien Claimholders will be entitled to manage and supervise their respective
loans and extensions of credit under the Senior Lien Documents in accordance with law and as they may otherwise, in their sole
discretion, deem appropriate. The Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders
shall have no duty to the Senior Lien Representatives, the Senior Lien Collateral Agents or any of the other Senior Lien Claimholders,
and the Senior Lien Representatives, the Senior Lien Collateral Agents and the other Senior Lien Claimholders shall have no duty
to the Junior Lien Representative, the


 




    	 	24	 



    


    

Junior Lien Collateral Agents or any of the other Junior Lien
Claimholders, to act or refrain from acting in a manner which allows, or results in, the occurrence or continuance of an event
of default or default under any agreements with the Company (including the Senior Lien Documents and the Junior Lien Documents),
regardless of any knowledge thereof which they may have or be charged with.


 


7.3       No
Waiver of Lien Priorities.


 


(a)       No
right of the Senior Lien Claimholders, the Senior Lien Representatives, the Senior Lien Collateral Agents or any of them to enforce
any provision of this Agreement or any Senior Lien Documents shall at any time in any way be prejudiced or impaired by any act
or failure to act on the part of the Company or by any act or failure to act by any Senior Lien Claimholder, Senior Lien Representative
or Senior Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants of this Agreement,
any of the Senior Lien Documents or any of the Junior Lien Documents, regardless of any knowledge thereof which any Senior Lien
Representative, Senior Lien Collateral Agent or any Senior Lien Claimholder, or any of them, may have or be otherwise charged with.


 


(b)       Without
in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company under the Senior Lien Documents
and subject to the provisions of Section 5.5(a)), the Senior Lien Claimholders, the Senior Lien Representatives, the
Senior Lien Collateral Agents and any of them may, at any time and from time to time in accordance with either or both the Senior
Lien Documents and applicable law, without the consent of, or notice to, any Junior Lien Representative, any Junior Lien Collateral
Agent or any other Junior Lien Claimholder, without incurring any liabilities to any Junior Lien Representative, any Junior Lien
Collateral Agent or any other Junior Lien Claimholder and without impairing or releasing the Lien priorities and other benefits
provided in this Agreement (even if any right of subrogation or other right or remedy of any Junior Lien Representative, any Junior
Lien Collateral Agent or any other Junior Lien Claimholder is affected, impaired or extinguished thereby) do any one or more of
the following:


 


(1)       change
the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or alter,
the terms of any of the Senior Lien Obligations or any Lien on any Senior Lien Collateral or guaranty of any of the Senior Lien
Obligations or any liability of the Company, or any liability incurred directly or indirectly in respect thereof (including any
increase in or extension of the Senior Lien Obligations, without any restriction as to the tenor or terms of any such increase
or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by any Senior Lien
Representative, any Senior Lien Collateral Agent or any of the other Senior Lien Claimholders, the Senior Lien Obligations or any
of the Senior Lien Documents;


 


(2)       sell,
exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Senior
Lien Collateral or any liability of the Company to any of the Senior Lien Claimholders, the Senior Lien Representatives or the
Senior Lien Collateral Agents, or any liability incurred directly or indirectly in respect thereof, including, without limitation,
by agreeing to waive, modify, replace or eliminate any provision of the Senior Lien Documents or Senior Lien Collateral Documents
in any manner;


 


(3)       settle
or compromise any Senior Lien Obligation or any other liability of the Company or any security therefor or any liability incurred
directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including
the Senior Lien Obligations) in any manner or order; and


 


(4)       exercise
or delay in or refrain from exercising any right or remedy against the Company or any other Person or any security, and elect any
remedy and otherwise deal freely with the Company, or any Senior Lien Collateral and any security and any guarantor or any liability
of the Company to the Senior Lien Claimholders or any liability incurred directly or indirectly in respect thereof.


 


(c)       Except
as otherwise expressly provided herein, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself
and each other Junior Lien Claimholder represented by it, also agrees that the Senior Lien Claimholders, the Senior Lien Representatives
and the Senior Lien Collateral Agents shall have no liability to such Junior Lien Representative, such Junior Lien Collateral Agent
or any such Junior Lien Claimholders, and such Junior Lien Representative and such Junior Lien Collateral Agent, on behalf of itself
and each other Junior Lien Claimholder represented by it, hereby waives any claim against any Senior Lien Claimholder, any Senior
Lien Representative or any Senior Lien


 




    	 	25	 



    


    

Collateral Agent arising out of any and all actions
which the Senior Lien Claimholders, any Senior Lien Representative or any Senior Lien Collateral Agent may take or permit or omit
to take with respect to:


 


(1)       the
Senior Lien Documents (other than this Agreement);


 


(2)       the
collection of the Senior Lien Obligations; or


 


(3)       the
foreclosure upon, or sale, liquidation or other disposition of, any Senior Lien Collateral.


 


Each Junior Lien Representative and each Junior Lien
Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees that the Senior Lien Claimholders,
the Senior Lien Representatives and the Senior Lien Collateral Agents have no duty to them in respect of the maintenance or preservation
of the Senior Lien Collateral, the Senior Lien Obligations or otherwise.


 


(d)       Until
the Discharge of Senior Lien Obligations, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself
and each other Junior Lien Claimholder represented by it, agrees not to assert and hereby waives, to the fullest extent permitted
by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshaling, appraisal, valuation
or other similar right that may otherwise be available under applicable law with respect to any Senior Lien Collateral or any other
similar rights a junior secured creditor may have under applicable law.


 


Obligations Unconditional. All rights,
interests, agreements and obligations of the Senior Lien Representatives, the Senior Lien Collateral Agents and the other Senior
Lien Claimholders and the Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders,
respectively, hereunder shall remain in full force and effect irrespective of:


 


(a)       any
lack of validity or enforceability of any Senior Lien Documents or any Junior Lien Documents;


 


(b)       except
as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other terms
of, all or any of the Senior Lien Obligations or Junior Lien Obligations, or any amendment or waiver or other modification, including
any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Lien Documents or any
Junior Lien Documents;


 


(c)       except
as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any other collateral,
or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the Senior
Lien Obligations or Junior Lien Obligations or any guaranty thereof;


 


(d)       the
commencement of any Insolvency or Liquidation Proceeding in respect of the Company; or


 


(e)       any
other circumstances which otherwise might constitute a defense available to, or a discharge of, the Company in respect of any Senior
Lien Representative, any Senior Lien Collateral Agent, the Senior Lien Obligations, any Senior Lien Claimholder, any Junior Lien
Representative, any Junior Lien Collateral Agent, the Junior Lien Obligations or any Junior Lien Claimholder in respect of this
Agreement.


 


 


 


Section 8.Miscellaneous.


 


Integration/Conflicts. This Agreement,
the Senior Lien Documents and the Junior Lien Documents represent the entire agreement by and among the Company, the Senior Lien
Claimholders and the Junior Lien Claimholders with respect to the subject matter hereof and thereof, and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof. There are no promises,
undertakings, representations or warranties by the Senior Lien Claimholders or the Junior Lien Claimholders relative to the subject
matter hereof and thereof not expressly set forth or referred to herein or therein. In the event of any conflict between the provisions
of this Agreement and the provisions of the Senior Lien Documents or the Junior Lien Documents, the provisions of this Agreement
shall govern and control.


 


Effectiveness; Continuing Nature of this
Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a
continuing agreement of lien subordination and the Senior Lien Claimholders may continue, at any time and without notice to any
Junior Lien Representative or any other Junior Lien Claimholder, to extend credit and other financial accommodations and lend monies
to or for the benefit of the Company or Centrus constituting Senior Lien Obligations in reliance hereon. Each Junior Lien Representative
and each Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, hereby waives
any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this
Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision
of this Agreement that is prohibited or unenforceable in


 




    	 	26	 



    


    

any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions.
All references to the Company shall include the Company as debtor and debtor-in-possession and any receiver, trustee or similar
person acting for the Company (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate
and be of no further force and effect:


 


(a)       with
respect to any Senior Lien Representative and any Senior Lien Collateral Agent, the Senior Lien Claimholders represented by them
and their Senior Lien Obligations, on the date on which the Senior Lien Obligations of such Senior Lien Claimholders are Discharged,
subject to the rights of such Senior Lien Claimholders under Sections 5.8 and 6.5; and


 


(b)       with
respect to any Junior Lien Representative and any Junior Lien Collateral Agent, the Junior Lien Claimholders represented by them
and their Junior Lien Obligations, on the date on which the Junior Lien Obligations of such Junior Lien Claimholders are Discharged
subject to the rights of such Junior Lien Claimholders under Sections 5.8 and 6.5;


 


provided, however, that in each case, such termination
shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.


 


8.3       Amendments;
Waivers.


 


(a)       No
amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall be
in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with respect
to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of
the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, the Company shall not
have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the
extent their rights are directly and adversely affected; provided that upon execution and delivery of an acknowledgement substantially
in the form of Exhibit D attached hereto (the “Supplemental Acknowledgement”) by an Additional Grantor, such
Additional Grantor shall have acknowledged and agreed to the terms in this Agreement in the same manner as the Company on the date
hereof.


 


(b)       Notwithstanding
the foregoing, without the consent of any Senior Lien Claimholder or Junior Lien Claimholder, any Representative and Collateral
Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.7 of
this Agreement and upon such execution and delivery, such Representative and Collateral Agent and the Additional Senior Lien Claimholders
and Additional Senior Lien Obligations or Additional Junior Lien Claimholders and Additional Junior Lien Obligations of the Series
for which such Representative and Collateral Agent is acting shall be subject to the terms hereof.


 


(c)       Notwithstanding
the foregoing, without the consent of any other Representative, Collateral Agent or Senior Lien Claimholder, the Designated Senior
Lien Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence
of any Additional Senior Lien Obligations or Additional Junior Lien Obligations in compliance with this Agreement.


 


Information Concerning Financial Condition
of the Company and its Subsidiaries. The Senior Lien Representatives, the Senior Lien Collateral Agents and the Senior Lien
Claimholders, on the one hand, and the holders of the Junior Lien Obligations, on the other hand, shall each be responsible for
keeping themselves informed of (a) the financial condition of the Company and its Subsidiaries and any endorsers or guarantors
of the Senior Lien Obligations or the Junior Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment
of the Senior Lien Obligations or the Junior Lien Obligations. The Senior Lien Representatives, the Senior Lien Collateral Agents
and the other Senior Lien Claimholders, on the one hand, and the Junior Lien Representatives, the Junior Lien Collateral Agents
and any other Junior Lien Claimholder, on the other hand, shall have no duty to advise of information known to it or them regarding
such condition or any such circumstances or otherwise. In the event any Claimholder, in its sole discretion, undertakes at any
time or from time to time to provide any such information to any other Claimholder, it shall be under no obligation:


 


(a)       to
make, and such Claimholder shall not make, any express or implied representation or warranty, including with respect to the accuracy,
completeness, truthfulness or validity of any such information so provided;


 




    	 	27	 



    


    

(b)       to
provide any additional information or to provide any such information on any subsequent occasion;


 


(c)       to
undertake any investigation; or


 


(d)       to
disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential.


 


Subrogation. With respect to the
value of any payments or distributions in cash, property or other assets that any of the Junior Lien Representatives, the Junior
Lien Collateral Agents or the other Junior Lien Claimholders pays over to any of the Senior Lien Representatives, the Senior Lien
Collateral Agents or the other Senior Lien Claimholders under the terms of this Agreement, such Junior Lien Claimholders, Junior
Lien Representatives and Junior Lien Collateral Agents shall be subrogated to the rights of such Senior Lien Representatives, Senior
Lien Collateral Agents and Senior Lien Claimholders; provided that each Junior Lien Representative and each Junior Lien Collateral
Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, hereby agrees not to assert or enforce any
such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Lien Obligations has
occurred. The Company acknowledges and agrees that the value of any payments or distributions in cash, property or other assets
received by any Junior Lien Representative, Junior Lien Collateral Agent or other Junior Lien Claimholder that are paid over to
any Senior Lien Representative, Senior Lien Collateral Agent or other Senior Lien Claimholder pursuant to this Agreement shall
not reduce any of the Junior Lien Obligations.


 


Application of Payments. All payments
received by any Senior Lien Representative, Senior Lien Collateral Agent or other Senior Lien Claimholder may be applied, reversed
and reapplied, in whole or in part, to such part of the Senior Lien Obligations provided for in the Senior Lien Documents (subject
to the Senior Lien Intercreditor Agreement, if then in effect). Each Junior Lien Representative and each Junior Lien Collateral
Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees to any extension or postponement of
the time of payment of the Senior Lien Obligations or any part thereof and to any other indulgence with respect thereto, to any
substitution, exchange or release of any Lien which may at any time secure any part of the Senior Lien Obligations and to the addition
or release of any other Person primarily or secondarily liable therefor.


 


8.7       Additional
Senior Lien Claims and Additional Junior Debt.


 


(a)       To
the extent, but only to the extent, permitted by the provisions of the Senior Lien Documents and the Junior Lien Documents and
Section 5.5, the Company may incur or issue or guarantee any one or more Designated Senior Claims that the Company
designates as Additional Senior Lien Claims and one or more series or classes of Indebtedness that Refinances any Initial Junior
Lien Debt and that the Company designates as Additional Junior Lien Debt.


 


Any such series or class of Additional Senior
Lien Claims may be secured by a first-priority, senior Lien on the Collateral, in each case under and pursuant to the Senior Lien
Collateral Documents for such Series of Additional Senior Lien Claims. The Senior Lien Representative and Senior Lien Collateral
Agent in respect of any Additional Senior Lien Claims may elect to become a party hereto by satisfying the conditions set forth
in clauses (1) through (3) of Section 8.7(b).


 


Any such Additional Junior Lien Debt may
be secured by a junior-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Junior Lien
Collateral Documents for such Series of Additional Junior Lien Debt, if and subject to the condition, the Additional Junior Lien
Representative and Additional Junior Lien Collateral Agent of any such Additional Junior Lien Debt each becomes a party to this
Agreement by satisfying the conditions set forth in clauses (1) through (3) of Section 8.7(b). Upon any Additional
Junior Lien Representative and Additional Junior Lien Collateral Agent so becoming a party hereto, all Additional Junior Lien Obligations
of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof
and thereof.


 


(b)       In
order for an Additional Representative and an Additional Collateral Agent to become a party to this Agreement:


 


(1)       such
Additional Representative and such Additional Collateral Agent shall have executed and delivered to each other then-existing Representative
a Joinder Agreement substantially in the form of Exhibit A hereto (if such Representative is an Additional Junior Lien Representative
and such Collateral Agent is an Additional Junior Lien Collateral Agent, with such changes as may be reasonably approved by the
Designated Senior Lien Representative and such Representative and such Collateral Agent) or Exhibit B hereto (if such Representative
is an Additional Senior Lien Representative and such Collateral Agent is an Additional Senior Lien Collateral Agent, with such
changes as may be reasonably approved by the Designated Senior


 




    	 	28	 



    


    

Lien Representative and such Representative and such
Collateral Agent) pursuant to which such Additional Representative becomes a Representative hereunder, such Additional Collateral
Agent becomes a Collateral Agent hereunder and the related Senior Lien Claimholders or Junior Lien Claimholders, as applicable,
become subject hereto and bound hereby;


 


(2)       the
Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the form of Exhibit C
hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Designated Senior Claim to be designated
as Additional Senior Lien Claims, or the Indebtedness to be designated as Additional Junior Lien Debt, as applicable, and the initial
aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative
and Additional Collateral Agent and (C) certify that such Additional Senior Lien Claim or Additional Junior Lien Debt is permitted
to be incurred, secured and guaranteed by each of the Senior Lien Documents and Junior Lien Documents, respectively, and that the
conditions set forth in this Section 8.7 are satisfied with respect to such Additional Senior Lien Claim or Additional
Junior Lien Debt, as applicable; and


 


(3)       the
Company shall have delivered to each other Collateral Agent true and complete copies of each of the Senior Lien Documents or Junior
Lien Documents, as applicable, relating to such Additional Senior Lien Claims or Additional Junior Lien Debt, as applicable.


 


(c)       The
Additional Junior Lien Documents or Additional Senior Lien Documents, as applicable, relating to such Additional Obligations shall
provide that each of the applicable Claimholders with respect to such Additional Obligations will be subject to and bound by the
provisions of this Agreement.


 


8.8       Agency
Capacities.


 


(a)       Except
as expressly provided herein, [                    ]
is acting in the capacity of Initial Senior Lien Representative and Initial Senior Lien Collateral Agent solely for the Initial
Senior Lien Claimholders. Except as expressly provided herein, each other Representative and Collateral Agent is acting in the
capacity of Representative and Collateral Agent, respectively, solely for the Claimholders under the Senior Lien Documents or Junior
Lien Documents for which it is the named Representative or Collateral Agent, as the case may be, in the applicable Joinder Agreement.


 


Submission to Jurisdiction; Certain Waivers.
Each of the Company and each Representative and each Collateral Agent, on behalf of itself and each other applicable Claimholder
represented by it, hereby irrevocably and unconditionally:


 


(a)       submits
for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents (whether
arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in respect thereof,
to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the courts of
the United States for the Southern District of New York sitting in the Borough of Manhattan, and appellate courts from any thereof;


 


(b)       agrees
that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court or, to the
fullest extent permitted by applicable law, in such federal court;


 


(c)       agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on
the judgment or in any other manner provided by law and that nothing in this Agreement or any other Senior Lien Documents shall
affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or any
other Senior Lien Documents or Junior Lien Documents against the Company or any of its assets in the courts of any jurisdiction;


 


(d)       waives,
to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any
action or proceeding arising out of or relating to this Agreement or any other Collateral Document in any court referred to in
paragraph (a) of this Section 8.9 (and irrevocably waives to the fullest extent permitted by applicable law the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court);


 


(e)       consents
to service of process in any such proceeding in any such court by registered or certified mail, return receipt requested, to the
applicable party at its address provided in accordance with Section 8.11 (and agrees that nothing in this Agreement
will affect the right of any party hereto to serve process in any other manner permitted by applicable law);


 


(f)       agrees
that service as provided in clause (e) above is sufficient to confer personal jurisdiction over the applicable party in any
such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and


 




    	 	29	 



    


    

(g)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive or consequential
damages.


 


8.10       Waiver
of Jury Trial.


 


EACH PARTY HERETO, THE COMPANY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO AND THE COMPANY (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH
PARTY HERETO AND THE COMPANY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


Notices. All notices to the Junior
Lien Claimholders and the Senior Lien Claimholders permitted or required under this Agreement shall also be sent to the applicable
Junior Lien Representative and the applicable Senior Lien Representative, respectively. Unless otherwise specifically provided
herein, any notice hereunder shall be in writing and may be personally served, or sent by facsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof,
upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly
addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on
the signature pages hereto or in the Joinder Agreement pursuant to which it becomes a party hereto, or, as to each party, at such
other address as may be designated by such party in a written notice to all of the other parties.


 


Further Assurances. Each Senior Lien
Representative and each Senior Lien Collateral Agent, on behalf of itself and each other Senior Lien Claimholder represented by
it, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder
represented by it, and the Company agrees that it shall take such further action and shall execute and deliver such additional
documents and instruments (in recordable form) as is required or any Senior Lien Representative and Senior Lien Collateral Agent
or any Junior Lien Representative and Junior Lien Collateral Agent may request to effectuate the terms of and the Lien priorities
contemplated by this Agreement.


 


Applicable Law. THIS AGREEMENT SHALL
BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


Binding on Successors and Assigns.
This Agreement shall be binding upon the Senior Lien Representatives, the Senior Lien Collateral Agents, the other Senior Lien
Claimholders, the Junior Lien Representatives, the Junior Lien Collateral Agents, the other Junior Lien Claimholders, the Company
and its successors and assigns from time to time. If any of the Senior Lien Representatives, the Senior Lien Collateral Agents,
the Junior Lien Representatives or the Junior Lien Collateral Agents resigns or is replaced pursuant to the Senior Lien Documents
or the Junior Lien Documents, as applicable, its successor shall be deemed to be a party to this Agreement and shall have all the
rights of, and be subject to all the obligations of, this Agreement. No provision of this Agreement will inure to the benefit of
a trustee, debtor-in-possession, creditor trust or other representative of an estate or creditor of the Company, including where
any such trustee, debtor-in-possession, creditor trust or other representative of an estate is the beneficiary of a Lien securing
Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation Proceeding.


 


Section Headings. The section headings
and table of contents used in this Agreement are included herein for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose, be given any substantive effect, affect the construction hereof or be taken into consideration
in the interpretation hereof.


 


Counterparts. This Agreement may
be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other
electronic imaging means), and all of said


 




    	 	30	 



    


    

counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission
(e.g. a document in “pdf” or “tif” format sent by electronic mail) shall be effective as delivery of a
manually executed counterpart hereof.


 


Authorization. By its signature,
each Person executing this Agreement, on behalf of such Person but not in his or her personal capacity as a signatory, represents
and warrants to the other parties hereto that it is duly authorized to execute this Agreement.


 


Third Party Beneficiaries/ Provisions
Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the
Senior Lien Claimholders and the Junior Lien Claimholders and their respective successors and assigns from time to time. Each holder
of any Designated Senior Claim that is not (either directly or through an agent) a party hereto shall be an express third party
beneficiary hereof. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights
of the Senior Lien Representatives, the Senior Lien Collateral Agents and the other Senior Lien Claimholders on the one hand and
the Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders on the other hand. Nothing
herein shall be construed to limit the relative rights and obligations as among the Senior Lien Claimholders or as among the Junior
Lien Claimholders; as among the Senior Lien Claimholders, such rights and obligations are governed by, and any provisions herein
regarding them are therefore subject to, the provisions of the Senior Lien Intercreditor Agreement. Other than as set forth in
Section 8.3 and in Section 8.7, none of the Company or any other creditor thereof shall have any rights hereunder and
neither the Company nor the Company may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the
obligations of the Company, which are absolute and unconditional, to pay the Senior Lien Obligations and the Junior Lien Obligations
as and when the same shall become due and payable in accordance with their terms.


 


No Indirect Actions. Unless otherwise
expressly stated, if a party may not take an action under this Agreement, then it may not take that action indirectly, or support
any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action
that is not expressly prohibited for the party but is intended by the party to have substantially the same effects as the prohibited
action.


 


Relationship with Senior Lien Intercreditor
Agreement; No Duty of Senior Claimholders to Non-Parties. This agreement is solely intended to allocate rights and benefits
between the Senior Lien Claimholders taken together on the one hand and the Junior Lien Claimholders taken together on the other
hand. As among the Senior Lien Claimholders, their respective rights and benefits may be allocated as agreed among the Senior Lien
Claimholders in the Senior Lien Intercreditor Agreement including without limitation as to Lien priority or payment priority all
without affecting the terms of this agreement. Notwithstanding any other provision of this Agreement, no Senior Lien Representative
or Senior Lien Collateral Agent (including, without limitation, the Designated Senior Lien Representative or Designated Senior
Lien Collateral Agent) or other Senior Lien Claimholder shall have any duty or obligation hereunder to any other Senior Lien Representative,
Senior Lien Collateral Agent or Senior Lien Claimholder (other than Senior Lien Claimholders of its own Series) unless such Senior
Lien Representative and Senior Lien Collateral Agent shall have become an express party hereto and to the Senior Lien Intercreditor
Agreement.


 


 


 


[Remainder of this page intentionally left
blank]


 




    	 	31	 



    


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Junior Lien Subordination and Intercreditor Agreement as of the date first written above.


 


 





	 	 	 	 
	 	[INSERT
NAME] 
	 	as
Initial Senior Lien Representative and as Initial Senior Lien Collateral Agent 
	 	 	 
	 	By:		 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	[NOTICE
ADDRESS] 
	 	 
	 	[                    ], as
Initial Junior Lien Representative 
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	[NOTICE
ADDRESS] 
	 	 
	 	[DELAWARE
TRUST COMPANY], as Initial Junior Lien Collateral Agent 
	 	 	 
	 	By: 		 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	[NOTICE
ADDRESS]                                                 
	 	 	 	 
	 	Acknowledged
and Agreed to by: 
	 	 
	 	United
States Enrichment Corporation 
	 	 	 
	 	By: 	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	[NOTICE
ADDRESS]







 




    	 	32	 



    


    

 


 


 





	 	[NOTICE ADDRESS]
	 	 	 	 
	 	Acknowledged and Agreed to by:
	 	 
	 	United States Enrichment Corporation
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:
	 	 
	 	[NOTICE ADDRESS]







  


 




    	 	33	 



    


    

Exhibit A to the

Junior Lien Intercreditor Agreement


 


[FORM OF] JUNIOR LIEN JOINDER AGREEMENT
NO. [    ] dated as of [        ], 20[    ]
to the JUNIOR LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Junior Lien Subordination and Intercreditor Agreement”), among [INSERT NAME],
as Initial Senior Lien Representative and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative,
[INSERT NAME], as Initial Junior Lien Collateral Agent and the additional Representatives[ and Collateral Agents] from time to
time a party thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Junior Lien Subordination and Intercreditor Agreement.


 


The undersigned Additional Junior Lien Representative
(the “New Representative”) and Additional Junior Lien Collateral Agent (the “New Collateral Agent”)
are executing this Joinder Agreement in accordance with the requirements of the Junior Lien Subordination and Intercreditor Agreement.


 


Accordingly, the New Representative and
the New Collateral Agent agree to be subject to and bound by, the Junior Lien Subordination and Intercreditor Agreement with the
same force and effect as if the New Representative and the New Collateral Agent had originally been named therein as a Junior Lien
Representative and a Junior Lien Collateral Agent, respectively, and each of the New Representative and the New Collateral Agent,
on behalf of itself and each other Additional Junior Lien Claimholder represented by it, hereby agrees to all the terms and provisions
of the Junior Lien Subordination and Intercreditor Agreement applicable to it as a Junior Lien Representative and a Junior Lien
Collateral Agent, respectively, and to the Additional Junior Lien Claimholders represented by it as Junior Lien Claimholders. and
each reference to “Junior Lien Claimholders” shall include the Additional Junior Lien Claimholders represented by such
New Representative and New Collateral Agent. The Junior Lien Subordination and Intercreditor Agreement is hereby incorporated herein
by reference.


 


Each of the New Representative and New Collateral
Agent represents and warrants to the other Representatives, Collateral Agents and the other Claimholders that (i) it has full
power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms and the terms of the Junior Lien Subordination and Intercreditor Agreement and (iii) the Junior
Lien Documents relating to such Additional Junior Lien Debt provide that, upon the New Representative’s and New Collateral
Agent’s entry into this Agreement, the Additional Junior Lien Claimholders in respect of such Additional Junior Lien Debt
will be subject to and bound by the provisions of the Junior Lien Subordination and Intercreditor Agreement as Junior Lien Claimholders.


 


This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Joinder Agreement.


 


Except as expressly supplemented hereby,
the Junior Lien Subordination and Intercreditor Agreement shall remain in full force and effect.


 


THIS JOINDER AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


Any provision of this Joinder Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Junior Lien Subordination and Intercreditor
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Junior Lien Subordination and Intercreditor Agreement. All
communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to it at the address
set forth below its signature hereto.


 


 


 


[Remainder of this page intentionally left
blank]


 




    	 	34	 



    


    

IN WITNESS WHEREOF, the New Representative
and New Collateral Agent have duly executed this Joinder Agreement to the Junior Lien Subordination and Intercreditor Agreement
as of the day and year first above written.


 





	 	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE],
	 	as [] for the holders of []
	 	 	 
	 	By: 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 
	 	Address for notices:
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	attention of:	 	 
	 	 	 	Telecopy:	 	 
	 	 
	 	[NAME OF NEW COLLATERAL AGENT],as [] for the holders of []
	 	 	 
	 	By: 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 
	 	Address for notices:
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	attention of:	 	 
	 	 	 	Telecopy:	 	 







 




    	 	35	 



    


    

  


Exhibit B to the

Junior Lien Intercreditor Agreement


 


[FORM OF] SENIOR LIEN JOINDER AGREEMENT
NO. [    ] dated as of [        ], 20[    ]
to the JUNIOR LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Junior Lien Subordination and Intercreditor Agreement”), among [INSERT NAME],
as Initial Senior Lien Representative and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative,
[INSERT NAME], as Initial Junior Lien Collateral Agent and the additional Representatives and Collateral Agents from time to time
a party thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”), certain subsidiaries of the Company (each a “Grantor”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Junior Lien Subordination and Intercreditor Agreement.


 


The undersigned Additional Senior Lien Representative
(the “New Representative”) and Additional Senior Lien Collateral Agent (the “New Collateral Agent”)
are executing this Joinder Agreement in accordance with the requirements of the Junior Lien Subordination and Intercreditor Agreement.


 


Accordingly, the New Representative and
the New Collateral Agent agree to be subject to and bound by, the Junior Lien Subordination and Intercreditor Agreement with the
same force and effect as if the New Representative and the New Collateral Agent had originally been named therein as a Senior Lien
Representative and a Senior Lien Collateral Agent, respectively, and each of the New Representative and the New Collateral Agent,
on behalf of itself and each other Additional Senior Lien Claimholder represented by it, hereby agrees to all the terms and provisions
of the Junior Lien Subordination and Intercreditor Agreement applicable to it as a Senior Lien Representative and a Senior Lien
Collateral Agent, respectively, and to the Additional Senior Lien Claimholders represented by it as Senior Lien Claimholders. Each
reference to a “Representative” or “Senior Lien Representative” in the Junior Lien Subordination
and Intercreditor Agreement shall be deemed to include the New Representative, each reference to a “Collateral Agent”
or “Senior Lien Collateral Agent” in the Junior Lien Subordination and Intercreditor Agreement shall be deemed
to include the New Collateral Agent and each reference to “Senior Lien Claimholders” shall include the Additional Senior
Lien Claimholders represented by such New Representative and New Collateral Agent. The Junior Lien Subordination and Intercreditor
Agreement is hereby incorporated herein by reference.


 


Each of the New Representative and New Collateral
Agent represents and warrants to the other Representatives, Collateral Agents and the other Claimholders that (i) it has full
power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms and the terms of the Junior Lien Subordination and Intercreditor Agreement and (iii) the [Senior
Lien Documents relating to such Additional Senior Lien Claims provide][Replacement Senior Lien Credit Agreement provides] that,
upon the New Representative’s and New Collateral Agent’s entry into this Agreement, the Additional Senior Lien Claimholders
in respect of such Additional Senior Lien Claims will be subject to and bound by the provisions of the Junior Lien Subordination
and Intercreditor Agreement as Senior Lien Claimholders.


 


This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Joinder Agreement.


 


Except as expressly supplemented hereby,
the Junior Lien Subordination and Intercreditor Agreement shall remain in full force and effect.


 


THIS JOINDER AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


Any provision of this Joinder Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Junior Lien Subordination and Intercreditor
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions.


 




    	 	36	 



    


    

All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Junior Lien Subordination and Intercreditor Agreement.
All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to it at the address
set forth below its signature hereto.


 


 


 


[Remainder of this page intentionally left
blank]


 




    	 	37	 



    


    

IN WITNESS WHEREOF, the New Representative
and the New Collateral Agent have duly executed this Joinder Agreement to the Junior Lien Subordination and Intercreditor Agreement
as of the day and year first above written.


 


 





	 	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE], as [] for the holders of [] 
	 	 	 
	 	By: 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 
	 	Address for notices: 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	attention of:	 	 
	 	 	 	Telecopy:	 	 
	 	 
	 	[NAME OF NEW COLLATERAL AGENT], as [] for the holders of [] 
	 	 	 
	 	By: 	 	 
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 
	 	Address for notices: 
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	attention of:	 	 
	 	 	 	Telecopy:	 	 







 




    	 	38	 



    


    

 


 


Exhibit C to the

Junior Lien Intercreditor Agreement


 


[FORM OF] DEBT DESIGNATION NO. [    ]
(this “Designation”) dated as of [            ],
20[    ] with respect to the JUNIOR LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Junior Lien Subordination and Intercreditor Agreement”), among [INSERT NAME],
as Initial Senior Lien Representative and Initial Senior Lien Collateral Agent for the Initial Senior Lien Claimholders, [            ],
as Initial Junior Lien Representative[ and][, [        ], as] Initial Junior Lien Collateral
Agent [for the Initial Junior Lien Claimholders] and the additional Representatives and Collateral Agent from time to time a party
thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”), certain subsidiaries of the Company (each a “Grantor”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Junior Lien Subordination and Intercreditor Agreement.


 


This Designation is being executed and delivered
in order to designate additional secured Obligations of the Company and the grantors as [Additional Senior Lien Claims][Additional
Junior Lien Debt] entitled to the benefit of and subject to the terms of the Junior Lien Subordination and Intercreditor Agreement.


 


The undersigned, the duly appointed [specify
title of Responsible Officer] of the Company hereby certifies on behalf of the Company that:


 


	 	1.	[Insert name of the Company or other Grantor] intends to incur Indebtedness (the “Designated Obligations”) in the initial aggregate principal amount of [            ] pursuant to the following agreement: [describe credit/loan agreement indenture or other agreement giving rise to Additional Senior Lien Claims or Additional Junior Lien Debt, as the case may be] (the “Designated Agreement”) which will be [Additional Senior Lien Obligations][Additional Junior Lien Obligations]. 
	
         

         

         

         
	2.	The incurrence of the Designated Obligations is permitted by each applicable Senior Lien Documents and Junior Lien Documents. 
	
         

         

         

         
	3.	Conform the following as applicable; Pursuant to and for the purposes of Section 8.7 of the Junior Lien Subordination and Intercreditor Agreement, (i) the Designated Agreement is hereby designated as [an “Additional Senior Lien Documents”][an “Additional Junior Lien Documents”] [and][,] (ii) the Designated Obligations are hereby designated as [“Additional Senior Lien Obligations”][“Additional Junior Lien Obligations”]. 
	
         

         

         

         
	4.	a.  The name and address of the Representative for such Designated Obligations is: 


 


 


 


 


[Insert name and all capacities; Address]


 


 





	Telephone:	 	 
	 	 	 
	Fax:	 	 
	 	 	 
	Email	 	 








 


 


 


b. The name and address of the Collateral Agent for
such Designated Obligations is:


 


[Insert name and all capacities; Address]


 


 





 





	Telephone:	 	 
	 	 	 
	Fax:	 	 
	 	 	 
	Email	 	 








 



 


 


 




    	 	39	 



    


    

 


 


[Remainder of this page
intentionally left blank]


 




    	 	40	 



    


    

IN WITNESS WHEREOF, the Company has caused
this Designation to be duly executed by the undersigned Responsible Officer as of the day and year first above written.


 


 





	 	 	 	 
	 	[INSERT NAME OF COMPANY]
	 	 	 
	 	By:	 	 
	 	 	 	Name:
	 	 	 	Title:







 




 




    	 	41	 



    


    

 


 


 


 


 


 


 


 


Exhibit D to the

Junior Lien Intercreditor Agreement


 


[FORM OF] SUPPLEMENTAL ACKNOWLEDGMENT NO. [    ]
dated as of [        ], 20[    ] to the JUNIOR LIEN SUBORDINATION AND
INTERCREDITOR AGREEMENT dated as of [            ], 20[    ]
(the “Junior Lien Subordination and Intercreditor Agreement”), among [INSERT NAME], as Initial Senior Lien Representative
and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative, [INSERT NAME], as Initial Junior
Lien Collateral Agent and the additional Representatives[ and Collateral Agents] from time to time a party thereto, and acknowledged
and agreed to by [INSERT NAME OF ADDITIONAL GRANTOR], a [            ]
(the “Additional Grantor”)


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Junior Lien Subordination and Intercreditor Agreement.


 


The undersigned Additional Grantor is executing
this Supplemental Acknowledgment in accordance with the requirements of the Junior Lien Subordination and Intercreditor Agreement.


 


Accordingly, the Additional Grantor agrees
to be subject to and bound by, the Junior Lien Subordination and Intercreditor Agreement with the same force and effect as if the
Additional Grantor had originally been named therein as the Company and the Additional Grantor, hereby agrees to all the terms
and provisions of the Junior Lien Subordination and Intercreditor Agreement applicable to it as the Company and each reference
to “Company” shall include the Additional Grantor. The Junior Lien Subordination and Intercreditor Agreement is hereby
incorporated herein by reference.


 


The Additional Grantor represents and warrants
to the Representatives, Collateral Agents and the Claimholders that (i) it has full power and authority to execute and deliver
this Supplemental Acknowledgment, in its capacity as grantor and (ii) this Supplemental Acknowledgment has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms and the terms of the Junior Lien Subordination and Intercreditor Agreement.


 


This Supplemental Acknowledgment may be
executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Supplemental Acknowledgment by facsimile or other electronic transmission
shall be effective as delivery of a manually signed counterpart of this Supplemental Acknowledgment.


 


Except as expressly supplemented hereby,
the Junior Lien Subordination and Intercreditor Agreement shall remain in full force and effect.


 


THIS SUPPLEMENTAL ACKNOWLEDGMENT SHALL
BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


Any provision of this Supplemental Acknowledgment
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Junior Lien Subordination and Intercreditor
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Junior Lien Subordination and Intercreditor Agreement. All
communications and notices hereunder to the Additional Grantor shall be given to it at the address set forth below its signature
hereto.


 




    	 	42	 



    


    

 


 


IN WITNESS WHEREOF, the Additional Grantor
has duly executed this Supplemental Acknowledgment to the Junior Lien Subordination and Intercreditor Agreement as of the day and
year first above written.


 


 





	 	 	 	 	 	 
	 	[NAMEOFADDITIONALGRANTOR]
	 	 
	 	 	 
	 	By:	 	 
	 	 	 	Name	 	 
	 	 	 	Title:	 	 
	 	 
	 	Addressfornotices:
	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	attentionof:	 	 
	 	 	 	Telecopy:	 	 
	 	 







 





 



    	 	43	 



    




 







 


 







EXHIBIT H


 


FORM OF PLEDGE AND SECURITY AGREEMENT


 





 






    	 		 



    


    

 


 



PLEDGE AND SECURITY AGREEMENT 


by and among 


DELAWARE TRUST COMPANY, 


as Collateral Agent, 


and 


UNITED STATES ENRICHMENT CORPORATION



DATED AS OF FEBRUARY 14, 2017


 


 


 



NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
LIENS AND SECURITY INTERESTS HEREUNDER AND THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT HERETO ARE SUBJECT TO THE PROVISIONS
OF THE INTERCREDITOR AGREEMENTS. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF, ON THE ONE HAND, THE INTERCREDITOR AGREEMENTS
AND, ON THE OTHER HAND, THIS PLEDGE AND SECURITY AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND CONTROL.


 


PLEDGE AND SECURITY AGREEMENT


 


THIS PLEDGE AND SECURITY AGREEMENT,
dated as of the 14th day of February, 2017 (together with all Exhibits, Annexes and schedules hereto, as the same may from time
to time be amended, modified, supplemented or restated in accordance with the terms hereof, this “Agreement”),
is made by United States Enrichment Corporation, a Delaware corporation (“Enrichment” or “Pledgor”),
a wholly owned subsidiary of Centrus Energy Corp., a Delaware corporation (“Parent” or “Issuer”),
in favor of Delaware Trust Company, a Delaware state chartered trust company duly organized and existing under the laws of the
State of Delaware, as trustee and collateral agent for the Holders under the Indenture referred to below (in its capacity as trustee
under the Indenture and together with its successors and assigns in such capacity, the “Trustee” and in its
capacity as collateral agent under this Agreement and together with its successors and assigns in such capacity, the “Collateral
Agent”). Capitalized terms used herein without definition shall have the meaning given to them in the Indenture referred
to below.


 


RECITALS 


A. Concurrently herewith, Parent, Enrichment,
Collateral Agent and Trustee are executing and delivering that certain Indenture dated as of the date hereof (as amended, modified,
restated or supplemented from time to time, the “Indenture”) pursuant to which the Parent will issue certain
8.25% Toggle Notes due 2027 (the “Notes”) and Enrichment will guarantee payment thereof and the payment and
performance of other obligations pursuant to the guarantee set forth in the Indenture and the notation of guarantee attached to
the Notes (collectively, the “Guarantee”).


 


B. The Trustee, the Collateral Agent and
the holders of certain existing indebtedness, or the representatives of such holders, may in the future enter into one or more
Intercreditor Agreements in accordance with the Indenture.


 




    	 		 



    


    

C. It is a condition to the willingness
of the Trustee and the Collateral Agent to enter into the Indenture and the Holders to acquire the Notes that the Pledgor shall
have entered into this Agreement pursuant to which the Pledgor shall agree to secure the payment in full of the Guarantee. The
Secured Parties are relying on this Agreement in their decision to extend credit to the Issuer under the Notes, and would not acquire
the Notes without the execution and delivery of this Agreement by the Pledgor.


 


D. The Pledgor will obtain substantial benefits
as a result of the extension of credit to the Parent under the Indenture and the Notes, and, accordingly, desires to execute and
deliver this Agreement.


 


NOW, THEREFORE, the Pledgor and the Collateral Agent hereby
agree as follows:


 


ARTICLE
I



DEFINITIONS


 


Defined Terms. For purposes of this
Agreement, in addition to the terms defined elsewhere herein, the following terms shall have the meaning set forth below:


 


“Accounts” shall have
the meaning ascribed thereto in the Uniform Commercial Code and whether now owned or existing or hereafter acquired or arising.


 


“ACP Grant” means the
Cooperative Agreement dated June 12, 2012 (as amended) whereby the DOE agrees to reimburse the Parent for 80% of the ACP Expenditures
incurred by the Parent during a specified period, which reimbursement arrangement shall provide for (a) a direct cash payment
to the Pledgor or Parent from the DOE, (b) a release of liabilities that enables the Pledgor or Parent to receive cash proceeds
(including the release of cash pledged to secure (x) surety bonds, (y) letters of credit or (z) other like instruments)
or (c) another form of asset transfer that enables the Parent to receive cash proceeds (including the release of cash pledged
to secure (x) surety bonds, (y) letters of credit or (z) other like instruments).


 


“ACP Grant Purchased Property”
means any and all equipment purchased or otherwise acquired by the Parent or Pledgor pursuant to the ACP Grant which agreement
requires that such equipment either (a) be pledged to the DOE or (b) remain free and clear of liens and security interests.


 


“Affiliate Securities”
means all “securities” of any of the Pledgor’s “affiliates” (as the terms “securities”
and “affiliates” are used in Rule 3-16 of Regulation S-X under the Securities Act of 1033, as amended, and any
successor rule).


 


“Bankruptcy Code” shall
mean 11 U.S.C. Sections 101 et seq., as amended from time to time, and any successor statute, or if the context so requires,
any similar Federal or state law for the relief of debtors.


 


“Chattel Paper” shall
have the meaning ascribed thereto in the Uniform Commercial Code and whether now owned or existing or hereafter acquired or arising.


 


“Collateral” shall have
the meaning given to such term in Section 2.1.


 


“Copyrights” shall mean,
collectively, all of Pledgor’s right, title and interest in and to all United States copyrights (including any registrations
and applications therefor and all renewals and extensions thereof), now owned or existing or created or hereafter acquired or arising;
provided that “Copyrights” shall not include those items relating to advanced enrichment technologies.


 


“Copyright Collateral”
shall mean, collectively, all Copyrights and Copyright Licenses to which Pledgor is or hereafter becomes a party and all other
general intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Copyright or Copyright License,
in each case whether now owned or existing or hereafter acquired or arising.


 




    	 		 



    


    

“Copyright License” shall
mean any agreement now or hereafter in effect granting any right to any third party under any of the Copyrights now or hereafter
owned by Pledgor or which Pledgor otherwise has the right to license, or granting any right to Pledgor under any property of the
type described in the definition of Copyrights herein now or hereafter owned by any third party, and all rights of Pledgor under
any such agreement.


 


“Deferred Interests”
shall mean all (i) Copyright Collateral, (ii) Patent Collateral, (iii) Trademark Collateral and (iv) Proceeds
with respect to the foregoing.


 


“Deferred Interests Triggering
Event” shall have the meaning ascribed thereto in Section 2.3(b).


 


“Deposit Account” shall
have the meaning ascribed thereto in the Uniform Commercial Code, including, without limitation, each deposit account of Pledgor,
whether now owned or existing or hereafter acquired or arising and together with all funds held from time to time therein and all
certificates and instruments from time to time representing, evidencing or deposited into any such account.


 


“Document” shall have
the meaning ascribed thereto in the Uniform Commercial Code.


 


“DOE” means the United
States Department of Energy.


 


“DOE Collateral” means
(i) natural uranium feed material or other material acceptable to the Parent or Pledgor transferred by the DOE to the Parent
or Pledgor as payment in kind for services rendered, or to be rendered, to the DOE or for resale by the Parent or Pledgor, which
material is maintained by or for the Parent or Pledgor in specifically designated cylinders, (ii) any Equipment in which the
DOE has or, pursuant to any existing or future contract or agreement, may acquire any ownership interest, (iii) the Receivables
arising from the sale by the Parent or Pledgor of the material referred to in the foregoing clauses (i) or (ii) to the
extent such Receivables are identified as DOE Collateral in the Parent’s or Pledgor’s written or electronic records,
and (iv) all contracts and agreements for the sale of the material referred to in the foregoing clauses (i) or (ii),
books and records related to such material and all proceeds of such material.


 


“Equipment” shall have
the meaning ascribed thereto in the Uniform Commercial Code.


 


“Equity Interest” shall
mean all Equity Interests in any subsidiaries of the Pledgor as of the date hereof or which become a subsidiary of the Pledgor
after the date hereof and the certificates, if any, representing such shares or other Equity Interests, and all dividends, distributions,
cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and any other warrant,
right or option to acquire any of the foregoing; provided, however, in no event shall Affiliate Securities constitute Equity Interests
to the extent excluded by Section 2.1 hereof.


 


“Excluded Account” shall
mean, collectively, (a) any Deposit Account of Pledgor which is used exclusively for the payment of payroll, payroll taxes,
employee benefits or escrow deposits and (b) any other Deposit Account of Pledgor in which the average monthly balance of
available funds on deposit does not exceed $100,000, provided that the aggregate average monthly balance of available funds
on deposit in all Deposit Accounts under this clause (b) does not at any time exceed $500,000.


 


“General Intangibles”
shall have the meaning ascribed thereto in the Uniform Commercial Code, provided that “General Intangibles”
shall not include (a) Copyright Collateral, Patent Collateral or Trademark Collateral, (b) the rights of the Pledgor
under contracts, agreements, licenses or permits to the extent that the grant by the Pledgor, or the enforcement by the Collateral
Agent, of a security interest in such contract, agreement, license or permit would violate the terms thereof or applicable law
or regulation (other than to the extent that any such term, law or regulation would be rendered ineffective pursuant to the Uniform
Commercial Code or any other applicable law (including the Bankruptcy Code) or regulation or principles of equity), (c) the
rights of the Pledgor under any contract or agreement pursuant to which the Pledgor is acting as agent for the United States Government
or (d) the rights of the Pledgor under the Russian Contract; provided, further, that the foregoing proviso shall not have
the effect of excluding from the Collateral any Accounts or rights to receive any money or other amounts due or to


 




    	 		 



    


    

become due to Pledgor under any such contract, agreement, license
or permit or any proceeds resulting from the sale or other disposition by Pledgor of any rights of Pledgor under any such contract,
agreement, license or permit.


 


“Instruments” shall have
the meaning ascribed thereto in the Uniform Commercial Code, whether now owned or existing or hereafter acquired, including those
evidencing, representing, securing, arising from or otherwise relating to any Accounts or other Collateral.


 


“Inventory” shall have
the meaning ascribed thereto in the Uniform Commercial Code, including, without limitation, all goods manufactured, acquired or
held for sale or lease, all raw materials, component materials, work-in-progress and finished goods, all supplies, goods and other
items and materials used or consumed in the manufacture, production, packaging (including the cylinders owned by the Pledgor in
which inventory is placed), delivery, shipping, selling, leasing or furnishing of such inventory or otherwise in the operation
of the business of Pledgor, all goods in which Pledgor now or at any time hereafter has any interest or right of any kind, and
all goods that have been returned to or repossessed by or on behalf of Pledgor, in each case whether or not the same is in transit
or in the constructive, actual or exclusive occupancy or possession of Pledgor or is held by Pledgor or by others for the account
of Pledgor, and in each case whether now owned or existing or hereafter acquired or arising, but excluding highly-enriched uranium
(HEU) also referred to as weapons grade uranium and inventory and equipment not owned by Pledgor and held in storage for third
parties. This definition also shall not, under any circumstances, include any equipment or material or components thereof owned
by third parties (including, but not limited to Customers of Pledgor) including, without limitation, feed material, enriched uranium
and separative work units, reflected in the Inventory Accounts maintained by Pledgor to record the amount of feed material, enriched
uranium and separative work units, credited to such third parties.


 


“Inventory Account” shall
mean a written or electronic record maintained by Pledgor in its own name or in the name of a third party, which records any or
all of natural uranium, enriched uranium, separative work units and other nuclear material or components held by or for Pledgor
that is owned by the named account holder.


 


“Investment Property”
shall have the meaning ascribed thereto in the Uniform Commercial Code.


 


“License” shall mean
any Copyright License, Patent License or Trademark License.


 


“Money” when used with
initial capitalization shall have the meaning ascribed thereto in the Uniform Commercial Code.


 


“Paducah Facility” means
the gaseous diffusion enrichment facility operated by the Pledgor in Paducah, Kentucky.


 


“Paducah Transition”
means an orderly shutdown of operations at the Paducah Facility (including any steps taken towards implementation of such a shutdown)
in accordance with the Pledgor’s agreements with the DOE and applicable law.


 


“Patents” shall mean,
collectively, all of Pledgor’s right, title and interest in and to all United States patents and pending patent applications,
patent disclosures and any and all reissues, continuations, divisions, renewals, extensions, continuations-in-part thereof, in
each case whether now owned or existing or hereafter acquired or arising; provided that “Patents” shall not
include those items relating to advanced enrichment technologies.


 


“Patent Collateral” shall
mean, collectively, all Patents and all Patent Licenses to which Pledgor is or hereafter becomes a party and all other general
intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Patent or Patent License, in each case
whether now owned or existing or hereafter acquired or arising.


 


“Patent License” shall
mean any agreement, whether written or oral, now or hereafter in effect granting to any third party any right to make, use or sell
any invention on which one or more of the Patents, now or hereafter owned by Pledgor or which Pledgor otherwise has the right to
license, is in existence, or granting to Pledgor any


 




    	 		 



    


    

right to make, use or sell any invention on which property of
the type described in the definition of Patents herein, now or hereafter owned by any third party, is in existence, and all rights
of Pledgor under any such agreement.


 


“Permitted Investments”
means:


 


(a) direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof
to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing
within one year from the date of acquisition thereof;


 


(b) investments in commercial paper maturing
within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable
from Standard & Poor’s or P-1 from Moody’s Investors Service, Inc.;


 


(c) investments in certificates of deposit,
banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed
by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized
under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits
of not less than $500,000,000;


 


(d) investments in money market mutual funds
having portfolio assets in excess of $2,000,000,000 that comply with the criteria set forth in Securities and Exchange Commission
Rule 2a-7 under the Investment Company Act of 1940 and are rated AAA by Standard & Poor’s or Aaa by Moody’s
Investors Service, Inc.; and


 


(e) fully collateralized repurchase agreements
with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above.


 


“Proceeds” shall have
the meaning given to such term in Section 2.1.


 


“Russian Contract” means
that certain Enriched Product Transitional Supply Contract dated March 23, 2011 between Enrichment and Joint Stock Company
Techsnabexport, as the same may from time to time be amended, modified, supplemented or restated in accordance with its terms.


 


“Secured Obligations”
shall have the meaning given to such term in Section 2.2.


 


“Secured Parties” shall
mean, collectively, the Trustee, the Collateral Agent, the Holders from time to time.


 


“Securities Account”
shall have the meaning ascribed to such term in the Uniform Commercial Code.


 


“Trademarks” shall mean,
collectively, all of Pledgor’s United States trademarks, service marks, trade names, corporate and company names, business
names, fictitious business names, service marks, logos, trade dress, trade styles, other source or business identifiers, designs
and general intangibles of a similar nature, including any registrations and applications thereof (but excluding any application
to register any trademark, service mark or other mark prior to the filing under applicable law of a verified statement of use (or
the equivalent) for such trademark, service mark or other mark if the creation of a Lien thereon or security interest therein would
void or invalidate such trademark, service mark or other mark), all renewals and extensions thereof, all rights corresponding thereto,
and all goodwill associated therewith or symbolized thereby, in each case whether now owned or existing or hereafter acquired or
arising; provided that “Trademarks” shall not include those items relating to advanced enrichment technologies.


 


“Trademark Collateral”
shall mean, collectively, all Trademarks and Trademark Licenses to which Pledgor is or hereafter becomes a party and all other
general intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any of the Trademarks or Trademark
Licenses, in each case whether now owned or existing or hereafter acquired or arising.


 




    	 		 



    


    

“Trademark License” shall
mean any agreement, whether written or oral, now or hereafter in effect granting any right to any third party under any of the
Trademarks now or hereafter owned by Pledgor or which Pledgor otherwise has the right to license, or granting any right to Pledgor
under any property of the type described in the definition of Trademarks herein now or hereafter owned by any third party, and
all rights of Pledgor under any such agreement.


 


“Uniform Commercial Code”
shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of New York; provided
that if, by reason of applicable law, the validity or perfection or the effect of perfection or non-perfection or the priority
of any security interest in any Collateral granted under this Agreement is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than New York, then as to the validity or perfection or the effect of perfection or non-perfection or the
priority, as the case may be, of such security interest, “Uniform Commercial Code” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction.


 


Classified Information. In no event
shall any of the Copyright Collateral, Patent Collateral or Trademark Collateral include any Copyright, Patent or Trademark, any
application for a Copyright, Patent or Trademark, or any license or right under any Copyright, Patent or Trademark that is “classified”
for reasons of national security or foreign policy under applicable laws or with respect to which Pledgor is not entitled to pledge,
sublicense or assign pursuant to its terms or applicable law or regulation.


 


Other Terms. All terms in this Agreement
that are not capitalized shall have the meanings provided by the Uniform Commercial Code to the extent the same are used or defined
therein, unless the context suggests that a different meaning is intended. Except as aforesaid, capitalized terms used herein without
definition shall have the meanings given to them in the Indenture.


 


ARTICLE
II



CREATION OF SECURITY INTEREST


 


Pledge and Grant of Security Interest.
Pledgor hereby pledges and assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien upon and security interest in, all of
Pledgor’s right, title and interest in and to the following, in each case whether now owned or existing or hereafter acquired
or arising or in which Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the
“Collateral”):


 


(i)       all
Accounts;


 


(ii)       all
Chattel Paper;


 


(iii)       all
Deposit Accounts;


 


(iv)       all
Documents;


 


(v)       all
Instruments;


 


(vi)       all
Inventory;


 


(vii)       all
Equipment;


 


(viii)       all
Investment Property (other than Equity Interests) representing Permitted Investments or Securities Accounts and any other Investment
Property subject to agreements purporting to establish the control (within the meaning of Section 8-106 of the Uniform Commercial
Code) of (a) the Collateral Agent thereon or (b) solely the holders of indebtedness secured by a senior lien in accordance
with the applicable Intercreditor Agreement (in cases where such holders have not consented to the


 




    	 		 



    


    

Collateral Agent obtaining control pursuant to a control
agreement with respect to any such Investment Property in connection with Section 4.11 hereof);


 


(ix)       all
cash which is not in a Deposit Account and all Money;


 


(x)       all
Equity Interests whether Investment Property or General Intangibles; provided, however, that no Equity Interests
of any Foreign Subsidiary shall be included hereunder to the extent that the aggregate amount of Equity Interests of such Foreign
Subsidiary pledged hereunder would exceed 65% of such Foreign Subsidiary’s Equity Interests;


 


(xi)       all
books and records, wherever located, relating to any of the Collateral;


 


(xii)       all
General Intangibles (other than Equity Interests and other than Deferred Interests); and


 


(xiii)       any
and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents and profits of or from any and all of
the foregoing and, to the extent not otherwise included in the foregoing, (x) all payments under any insurance (whether or
not the Trustee or the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the
foregoing Collateral, (y) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect
to any of the foregoing Collateral and (z) all other amounts from time to time paid or payable under or with respect to any
of the foregoing Collateral (collectively, “Proceeds”). Pledgor shall file financing statements under the Uniform
Commercial Code describing the Collateral and appropriate statements with the appropriate jurisdictions describing any other statutory
liens held by the Trustee or the Collateral Agent and shall provide copies and evidence of the filing thereof to the Trustee and
Collateral Agent within a reasonable time period after such filing.


 


In no event shall the Collateral include,
and no Pledgor shall be deemed to have granted a security interest in (i) the DOE Collateral, (ii) any ACP Grant Purchased
Property and (iii) any of Pledgor’s rights or interests in any license, contract or agreement to which Pledgor is a
party or any of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of
such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license,
contract or agreement to which Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant
to the Uniform Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided
that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Pledgor
shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect;
and provided further that any Account or money or other amounts due or to become due to Pledgor under any such license,
contract or agreement or any proceeds resulting from the sale or other disposition by Pledgor of any rights of Pledgor under any
such license, contract or agreement shall at no time be excluded from the Collateral or the security interest granted by Pledgor
hereunder in favor of the Collateral Agent.


 


Security for Secured Obligations.
This Agreement and the Collateral of Pledgor secure the full and prompt payment, at any time and from time to time as and when
due (whether at the stated maturity, by acceleration or otherwise), of all the following liabilities and obligations of the Pledgor:
(a) all liabilities and obligations, including obligations owing to the Collateral Agent under the Security Documents (as
defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee, whether such liabilities and obligations
are now existing or hereafter incurred, created or arising and whether direct or indirect, absolute or contingent, due or to become
due, including, without limitation, interest accruing after the filing of a petition or commencement of a case by or with respect
to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining to bankruptcy, reorganization, arrangement,
moratorium, readjustment of debts, dissolution, liquidation or other debtor relief, specifically including, without limitation,
the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether or not the claim for such interest is allowed
in such proceeding), (b) all such liabilities and obligations that, but for the operation of the automatic stay under Section 362(a)
of the Bankruptcy Code, would become due and (c) all fees, costs and expenses payable by Pledgor under Section 8.1
(the liabilities and obligations of the Pledgor described in this Section 2.2, collectively, the “Secured
Obligations”). In addition, in the event that


 




    	 		 



    


    

Rule 3-16 of Regulation S-X under the Securities Act requires
or would require the filing with the Securities and Exchange Commission of separate financial statements of any “affiliate”
of the Pledgor due to the fact that such affiliate’s “securities” secure any Secured Obligations, then such “securities”
shall automatically be deemed not to constitute security for any Secured Obligations and shall not constitute Equity Interests
or Collateral hereunder. As used herein, “securities” and “affiliate” shall have the meaning set forth
in Regulation S-X or such other law, rule or regulation, as applicable.


 


Deferred Interests.


 


(a)       Subject
to Section 2.3(b), Pledgor hereby pledges and assigns to the Collateral Agent, for the ratable benefit of the Secured
Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien
upon and security interest in, all of Pledgor’s right, title and interest in and to the following, in each case whether now
owned or existing or hereafter acquired or arising or in which Pledgor now has or at any time in the future may acquire any right,
title or interest (it being understood that, subject to Section 2.3(b), Section 2.3(c) and Section 1.2,
the following assets and properties shall also constitute “Collateral” as used in this Agreement):


 


(i)       all
Copyright Collateral;


 


(ii)       all
Patent Collateral;


 


(iii)       all
Trademark Collateral; and


 


(iv)       any
and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents and profits of or from any and all of
the foregoing and, to the extent not otherwise included in the foregoing, (w) all payments under any insurance (whether or
not the Trustee or the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the
foregoing Collateral, (x) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect
to any of the foregoing Collateral, (y) all claims and rights to recover for any past, present or future infringement or dilution
of or injury to any Copyright Collateral, Patent Collateral or Trademark Collateral, and (z) all other amounts from time to
time paid or payable under or with respect to any of the foregoing Collateral (it being understood that, subject to Section 2.3(b)
and Section 2.3(c), the foregoing assets and properties referred to in this clause (iv) shall also constitute
“Proceeds” as used in this Agreement).


 


(b)       Notwithstanding
the provisions of Section 2.3(a) or any of the provisions contained herein or in the Indenture or Notes, no Lien upon
and security interest in the Deferred Interests shall be deemed to have occurred nor shall any such Lien and security interest
be deemed to have attached to or on the Deferred Interests until any of the following events shall have occurred (each a “Deferred
Interests Triggering Event”): (i) Deferred Interests shall be pledged to the holders of such Designated Senior Claim
or a representative on their behalf to secure a Designated Senior Claim, or (ii) an Event of Default shall have occurred and
be continuing. Immediately upon the occurrence of any Deferred Interests Triggering Event, a Lien on the Deferred Interests consisting
of Copyright Collateral, Patent Collateral, Trademark Collateral and all Proceeds related thereto shall automatically be deemed
to have attached in favor of the Collateral Agent pursuant to this Section 2.3 without any further action by the Collateral
Agent or Pledgor and, on and after the occurrence of such Deferred Interests Triggering Event, the Pledgor shall file financing
statements under the Uniform Commercial Code describing the Collateral represented by such Deferred Interests and Pledgor shall
take all necessary actions, including, but not limited to, those required by Sections 4.9, 4.10 and 4.12 herein
to complete any required annexes to this Agreement, as promptly as possible (and in no event more than ten (10) days from
the occurrence of any such Deferred Interests Triggering Event) at Pledgor’s expense in order to give the Collateral Agent
a first priority security interest (subject to Permitted Liens) in the Collateral represented by such Deferred Interests. As of
the date on which a Lien on any Deferred Interests attaches pursuant to this Section 2.3, the Pledgor shall be deemed
to have reaffirmed the representations and warranties set forth in Article III with respect to such Deferred Interests. Notwithstanding
anything to the contrary set forth herein, with respect to any Patent Collateral, no Lien or security interest in favor of the
Collateral Agent shall attach or be deemed to attach, and Collateral Agent agrees not to take any action to register, record or
file any financing statement or other evidence of a Lien or security interest, without the prior


 




    	 		 



    


    

written consent of the Pledgor (except that no such consent
shall be required if a bankruptcy or insolvency proceeding shall have been commenced by or against Pledgor) if: (i) the attachment,
registration, recordation or filing of such Lien could reasonably be expected to (x) result in a breach or violation of any
of the terms or provisions of any license, permit or contractual agreement between Pledgor and the DOE or any other applicable
governmental authority or (y) limit, invalidate or impair Pledgor’s right to maintain ownership of or license or right
to use, such Patent Collateral; or (ii) such Patent Collateral includes classified information and the attachment, registration,
recordation or filing of such Lien on such Patent Collateral would constitute a breach or violation of Pledgor’s duty to
maintain the confidentiality of such classified information.


 


(c)       Without
limiting Section 1.2, in no event shall the Collateral include, and Pledgor shall not be deemed to have granted a security
interest in any of Pledgor’s rights or interests in, any license, contract or agreement to which Pledgor is a party or any
of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license,
contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any such license, contract
or agreement (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code
or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the
ineffectiveness, lapse or termination of any such term, the Collateral shall include, and Pledgor shall be deemed to have granted
a security interest in, all such rights and interests as if such term had never been in effect; provided further that any
Account or money or other amounts due or to become due to Pledgor under any such license, contract or agreement or any proceeds
resulting from the sale or other disposition by Pledgor of any rights of Pledgor under any such license, contract or agreement
shall at no time be excluded from the Collateral or the security interest granted by Pledgor hereunder in favor of the Collateral
Agent.


 


(d)       Except
as specifically provided herein or as permitted by the Indenture, Pledgor will not sell or otherwise dispose of, grant any option
with respect to, or grant any Lien with respect to or otherwise encumber any of the Deferred Interests or any interest therein;
provided that a Lien on Deferred Interests may be granted to secure Designated Senior Claims so long the Collateral Agent also
has a Lien on any and all Deferred Interests securing any Designated Senior Claim.


 


Inventory Account. Pledgor shall
establish, in its own name, an Inventory Account to which all Pledgor-owned uranium and SWU Component in the Inventory shall be
credited. The balance of material credited to this Inventory Account shall be reconciled monthly.


 


ARTICLE
III



REPRESENTATIONS AND WARRANTIES


 


Pledgor represents and warrants all of the
following set forth in this Article III as follows as of the date hereof:


 


Ownership of Collateral. Pledgor
owns, or has valid rights as a lessee or licensee, and the power to transfer or pledge with respect to, all Collateral (including
without limitation, all Deferred Interests which would become Collateral if a Deferred Interests Triggering Event were to occur)
purported to be pledged by it hereunder, free and clear of any Liens, except for the Liens granted to the Collateral Agent for
the benefit of the Secured Parties pursuant to this Agreement and except for Permitted Liens. No security agreement, financing
statement or other public notice with respect to all or any part of the Collateral (including without limitation, all Deferred
Interests which would become Collateral if a Deferred Interests Triggering Event were to occur) is on file or of record in any
government or public office, and no Pledgor has filed or consented to the filing of any such statement or notice, except (i) Uniform
Commercial Code financing statements naming the Collateral Agent as secured party and Uniform Commercial Code financing statements
which have been terminated, (ii) security instruments filed in the U.S. Copyright Office or the U.S. Patent and Trademark
Office naming the Collateral Agent as secured party and (iii) in respect of Permitted Liens.


 


Security Interests; Filings. This
Agreement, together with (i) the filing of duly completed and authorized Uniform Commercial Code financing statements (A) naming
Pledgor as debtor, (B) naming the Collateral Agent as


 




    	 		 



    


    

secured party, and (C) describing the Collateral, in the
jurisdictions set forth with respect to Pledgor on Annex B hereto, (ii) when the Lien on the Deferred Interests
attaches pursuant hereto, the filing of duly completed and executed assignments in the forms set forth as Exhibits B,
C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office, and, as appropriate, with regard
to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of Pledgor, as the case may be, (iii) to
the extent required hereunder, the physical delivery to the Collateral Agent of all certificated securities and Instruments included
in the Collateral together with undated stock powers or instruments of transfer duly executed in blank and (iv) the entering
into of “control agreements” with respect to each Deposit Account and Securities Account to the extent required hereunder,
creates, and at all times shall constitute, a valid and perfected security interest in and Lien upon the Collateral that can be
perfected by the filing of financing statements under the UCC, or that have been so delivered, or as to which such “control”
has been obtained, in each case, in favor of the Collateral Agent, for the benefit of the Secured Parties, to the extent that Articles
8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior to the rights of all other persons therein (except
for Permitted Liens), and no other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate
in order to perfect or maintain the perfection and priority of such Lien and security interest, other than actions required with
respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform Commercial Code or from the filing requirements
under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310, 9-311 and 9-312 of the Uniform Commercial Code
and other than continuation statements required under the Uniform Commercial Code. None of the Equipment is covered by any certificate
of title, except for Equipment consisting of motor vehicles. Notwithstanding the foregoing or any other provision of this Agreement,
no action need be taken to create, perfect or otherwise protect the security interest under any foreign (i.e. non-U.S.) law.


 


Locations. Annex C lists,
as to Pledgor, (i) the addresses of its chief executive office, each other place of business, its state of incorporation and
organizational I.D. number, (ii) the address of each location where all original invoices, ledgers, chattel paper, Instruments
and other records or information evidencing or relating to the Collateral of Pledgor are maintained, and (iii) the address
of each location at which any Inventory or Equipment owned by Pledgor is kept or maintained, in each instance except for any new
locations established in accordance with the provisions of Section 4.2 and except for Inventory and Equipment which,
in the ordinary course of business, is in transit (A) from a supplier to Pledgor or to a location listed on Annex C, (B) between
locations listed on Annex C, or (C) to processors or a location listed on Annex C. Except as may be otherwise
noted therein, all locations identified in Annex C are leased by the Pledgor or Pledgor has an agreement with the operator
thereof to hold Inventory or Equipment on behalf of Pledgor, including pending delivery to a customer. Pledgor does not presently
conduct business under any prior or other corporate or company name or under any trade or fictitious names, except as indicated
beneath its name on Annex C, and Pledgor has not entered into any contract or granted any Lien within the past five (5) years
under any name other than its legal name or a trade or fictitious name indicated on Annex C. Each trade or fictitious name
is a trade name and style (and not the name of an independent corporation or other legal entity) by which Pledgor may identify
and sell certain of its goods or services and conduct a portion of its business; all related Accounts are owned solely by the Pledgor
and are subject to the Liens and other terms of this Agreement; and in no event shall Pledgor assert that products invoiced under
the name of any trade or fictitious name that are subject to a dispute with Customers are not subject to the terms of this Agreement
as though such trade or fictitious name did not exist.


 


Authorization; Consent. No authorization,
consent or approval of, or declaration or filing with, any Governmental Authority (including, without limitation, any notice filing
with state tax or revenue authorities required to be made by account creditors in order to enforce any Accounts in such state)
is required for the valid execution, delivery and performance by Pledgor of this Agreement, the grant by it of the Lien and security
interest in favor of the Collateral Agent provided for herein, or the exercise by the Collateral Agent, in accordance with the
Intercreditor Agreements and Security Documents, of its rights and remedies hereunder, except for (i) the filings and actions
described in Section 3.2, (ii) in the case of Accounts owing from any federal governmental agency or authority,
compliance with the federal Assignment of Claims Act of 1940, as amended, (iii) in the case of Equity Interests, such filings
and approvals as may be required in connection with a disposition of any such Collateral by laws affecting the offering and sale
of securities generally, (iv) consents and approvals, if any, required from the Department of Energy in its capacity as owner
of the plants at which Collateral is located in connection with the exercise of remedies hereunder under circumstances where the
Pledgor does not remain in control of such plants or in control of the portion of such plants where Collateral is located, and
(v) the other consents and approvals described in Section 8.15. The provisions of this Section 3.4 shall
not apply to any Collateral located outside of the


 




    	 		 



    


    

United States. Nothing in this Agreement shall be construed
to require or authorize the Collateral Agent to comply with the federal Assignment of Claims Act.


 


No Restrictions. There are no statutory
or regulatory restrictions, prohibitions or limitations on Pledgor’s ability to grant to the Collateral Agent a Lien upon
and security interest in the Collateral (including without limitation, all Deferred Interests which would become Collateral if
a Deferred Interests Triggering Event were to occur) pursuant to this Agreement or (except for the provisions of the federal Assignment
of Claims Act of 1940, as amended, or applicable regulatory limitations on access to U.S. Government-owned facilities) the exercise
by the Collateral Agent, in accordance with the Intercreditor Agreements and Security Documents, of its rights and remedies hereunder
(including any foreclosure upon or collection of the Collateral) except for the restrictions described in Section 8.15
or Section 1.2, and there are no contractual restrictions, prohibitions or limitations on Pledgor’s ability so to
grant such Lien and security interest or on the exercise by the Collateral Agent, in accordance with the Intercreditor Agreements
and Security Documents, of its rights and remedies hereunder (including any foreclosure upon or collection of the Collateral).


 


Equity Interests. The Pledgor has
no subsidiaries.


 


Intellectual Property. Concurrently
with the execution and delivery of this Agreement by the Pledgor, the Pledgor has delivered to the Collateral Agent a schedule
of material Copyrights, Patents and Trademarks, which schedule correctly sets forth all material registered Copyrights, Patents
and Trademarks owned by the Pledgor (other than Copyrights, Patents and Trademarks, the subject matter of which is “classified”
for reasons of national security or foreign policy) as of the date hereof. As of date on which the Lien on the Deferred Interests
attaches pursuant hereto, Annexes D, E and F correctly set forth all registered Copyrights, Patents and Trademarks
owned by Pledgor as of the date thereof and used or proposed to be used in its business. Except to the extent set forth on Schedule
I hereto, as of the date hereof and as of the date on which the Lien on such Deferred Interests attaches, Pledgor owns or possesses
the valid right to use all Copyrights, Patents and Trademarks material to its business and, to the best of Pledgor’s knowledge,
the use thereof by the Pledgor does not infringe upon the rights of any other Person, except for any such infringements that, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. As of the date hereof and as of the date
on which the Lien on the Deferred Interests attaches, all Copyrights, Patents and Trademarks (a) have been duly registered
in, filed in or issued by the U.S. Copyright Office, United States Patent and Trademark Office or other corresponding offices of
other applicable jurisdictions, where such registration or filing is commercially reasonable, the subject matter of the Copyright,
Patent or Trademark is not “classified” for reasons of national security or foreign policy, and registration and filing
is permitted by applicable law or regulation, and (b) have been properly maintained and renewed in accordance with all applicable
provisions of law and administrative regulations in the United States or in each such other jurisdiction, as applicable, except,
in each case, for such Patents, Trademarks or Copyrights which, as reasonably determined by the Pledgor consistent with prudent
and commercially reasonable business practices (x) are not material to the business of the Pledgor or (y) the Pledgor
has abandoned prior to the date on which the Lien on such Deferred Interests attaches.


 


Documents of Title. No material bill
of lading, warehouse receipt or other document or instrument of title is outstanding with respect to any Collateral other than
Inventory or Equipment in transit in the ordinary course of business to a location set forth on Annex C or to or from
a supplier or a customer of Pledgor, or to or from a fabricator or other nuclear fuel processor or a storage facility.


 


Deposit Accounts and Securities Accounts.
Annex G correctly sets forth all Deposit Accounts and Securities Accounts of Pledgor. Other than any Excluded Accounts,
each Deposit Account is subject to a deposit account control agreement and each Securities Account is subject to a securities account
control agreement (subject to Section 3.2 and 8.16 hereof).


 


ARTICLE
IV



COVENANTS


 




    	 		 



    


    

  


Use and Disposition of Collateral.
So long as no Event of Default shall have occurred and be continuing, Pledgor may, in any lawful manner not inconsistent with the
provisions of this Agreement and the Indenture, use, control and manage the Collateral in the operation of its businesses, and
receive and use the income, revenue and profits arising therefrom and the Proceeds thereof, in the same manner and with the same
effect as if this Agreement had not been made; provided, however, that Pledgor will not sell or otherwise dispose
of, grant any option with respect to, or grant any Lien with respect to or otherwise encumber any of the Collateral or any interest
therein, except for the security interest created in favor of the Collateral Agent hereunder and except as may be otherwise expressly
permitted in accordance with the terms of either this Agreement or the Indenture (including any applicable provisions therein regarding
delivery of proceeds of sale or disposition to the Collateral Agent). Nothing herein shall preclude Pledgor from swapping Inventory
or Equipment for comparable material or Equipment of equal or greater value in the ordinary course of business.


 


Change of Name, Locations, etc. Pledgor
will not (i) change its name, or, if applicable, the state in which it is registered, (ii) change its chief executive
office from the location thereof listed on Annex C, (iii) except as permitted by Section 4.5, remove any
Collateral (other than goods in transit), or any books, records or other information relating to Collateral, from the applicable
location thereof listed on Annex C or as described in Section 3.3, or keep or maintain any Collateral (other than goods
in transit) at a location not listed on Annex C or described in Section 3.3, unless in each case Pledgor has (A) given
fifteen (15) days’ prior written notice to the Collateral Agent of its intention to do so, together with information
regarding any such new location and such other information in connection with such proposed action as the Collateral Agent may
(but has no duty to) reasonably request, and (B) delivered to the Collateral Agent via email fifteen (15) days prior
to any such change or removal of such documents, instruments and financing statements as may be required under applicable law,
and the Collateral Agent has had a reasonable chance to review such documents, instruments and financing statements, paid all necessary
filing and recording fees and taxes, in order to perfect and maintain the Lien upon and security interest in the Collateral provided
for herein in accordance with the provisions of Section 3.2, delivered an Officers’ Certificate (as defined in
the Indenture) certifying the facts of such changes, and taken all other actions reasonably requested by the Collateral Agent (provided
that delivery of an opinion of counsel may only be requested where required by the Indenture).


 


Records; Inspection.


 


(a)       Pledgor
will keep and maintain at its own cost and expense satisfactory and complete records of the Accounts and all other Collateral,
including, without limitation, records of all payments received, all credits granted thereon, all merchandise returned and all
other documentation relating thereto, and will furnish to the Collateral Agent such statements, schedules and reports (including,
without limitation, accounts receivable aging schedules) with regard to the Collateral or from time to time, as the Collateral
Agent may reasonably request.


 


(b)       Pledgor
shall, from time to time at such times as may be reasonably requested and upon reasonable notice, make available to the Collateral
Agent for inspection and review at Pledgor’s offices copies of all invoices and other documents and information relating
to the Collateral (including, without limitation, itemized schedules of all collections of Accounts, showing the name of each account
debtor, the amount of each payment and any such other information, if any, as the Collateral Agent shall reasonably request); provided,
that Collateral Agent agrees to maintain the confidentiality of such information on terms reasonably acceptable to the Pledgor
and provided further that Pledgor shall not be obligated to provide any information that is “classified” for reasons
of national security or foreign policy or otherwise restricted from disclosure under applicable laws or agreements.


 


Instruments. Pledgor agrees that
if any Collateral shall at any time be evidenced by a promissory note, tangible Chattel Paper or other Instrument (other than checks
or other Instruments for deposit in the ordinary course of business), subject to the Intercreditor Agreements, the same shall promptly
be duly endorsed to the order of the Collateral Agent and physically delivered to the Collateral Agent to be held as Collateral
hereunder.


 


Inventory and Equipment. Pledgor
will, in accordance with sound business practices, maintain all Equipment and Eligible Inventory held by it or on its behalf in
good repair and working and saleable or useable condition, except for ordinary wear and tear in respect of the Equipment; provided,
that the foregoing shall not restrict or prohibit the Paducah Transition or the transactions contemplated by the ACP Grant. Unless
an Event of Default has occurred and is continuing and the Pledgor has knowledge thereof, Pledgor may, in any lawful manner


 




    	 		 



    


    

not inconsistent with the provisions of this Agreement and the
Indenture, process, use, ship, deliver and, in the ordinary course of business or as otherwise permitted under the Indenture, sell,
transfer, lease or otherwise dispose of its Inventory or Equipment. Pledgor further agrees that its Inventory will be produced
in compliance with the applicable requirements of the Fair Labor Standards Act, as amended, if such Inventory is produced by Pledgor
at a facility operated by Pledgor in the United States. No Pledgor will, without the Collateral Agent’s prior written consent,
alter or remove any identifying symbol or number on any of Pledgor’s Equipment constituting Collateral except pursuant to
a sale of such Collateral to a third party permitted by this Agreement or the Indenture.


 


Taxes. Pledgor will, to the extent
required under Section 4.05 of the Indenture, pay and discharge (i) all taxes, assessments and governmental charges or
levies imposed upon it, upon its income or profits or upon any of its properties, prior to the date on which penalties would attach
thereto, and (ii) all lawful claims for taxes, assessment, governmental charges or levies that, if unpaid, might become a
Lien upon any of the Collateral.


 


Insurance.


 


(a)       Pledgor
will maintain and pay for, or cause to be maintained and paid for, with responsible insurance companies, insurance with respect
to its assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as is required
pursuant to Section 4.12 of the Indenture.


 


(b)       Pledgor
hereby irrevocably makes, constitutes and appoints the Collateral Agent at all times during the continuance of an Event of Default,
its true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under such policies of
insurance, endorsing its name on any check, draft, instrument or other item or payment for the proceeds of such policies of insurance
and for making all determinations and decisions with respect to such policies of insurance.


 


(c)       If
Pledgor fails to obtain and maintain any of the policies of insurance required to be maintained hereunder or to pay any premium
in whole or in part, the Collateral Agent may, without waiving or releasing any obligation or Default, at Pledgor’s expense,
but without any obligation to do so, procure such policies or pay such premiums. All sums so disbursed by the Collateral Agent,
including reasonable attorneys’ fees, court and out of pocket costs, expenses and other charges related thereto, shall be
payable by the Pledgor to the Collateral Agent on demand and shall be additional Secured Obligations hereunder, secured by the
Collateral.


 


(d)       Pledgor
will deliver to the Collateral Agent, promptly as rendered, true copies of all material claims and reports made in any reporting
forms to insurance companies. Pledgor will deliver to the Collateral Agent one or more certificates of insurance evidencing renewal
of the insurance coverage required hereunder (or issuance of a replacement policy from another insurance company meeting the requirements
of this Section 4.7) plus such other evidence of payment of premiums therefor as the Collateral Agent may request.
Upon the reasonable request of the Collateral Agent, from time to time, Pledgor will deliver to the Collateral Agent evidence that
the insurance required to be maintained pursuant to this Section is in effect.


 


Intellectual Property.


 


(a)       If
at any time a Credit Agreement is outstanding and such Credit Agreement requires that the Pledgor deliver an updated schedule of
material Copyrights, Patents and Trademarks to the Credit Agreement Agent, then whenever the Pledgor so delivers such an updated
schedule to the Credit Agreement Agent, it shall also deliver the copies of such updated schedules to the Collateral Agent. If
there is no Credit Agreement outstanding or such Credit Agreement does not require that the Pledgor deliver updated schedules of
material Copyrights, Patents and Trademarks periodically, then the Pledgor shall nonetheless deliver updated schedules of Copyrights,
Patents and Trademarks included in the Collateral not less frequently than once per calendar year commencing on the first anniversary
date of the Deferred Interest Triggering Event and, if an Event of Default shall have occurred and be continuing, updated schedules
will be delivered to the Collateral Agent. As of the date on which the Lien on the Deferred Interests attaches, Pledgor will, at
its own expense, execute and deliver a fully completed Copyright Security Agreement, Patent Security Agreement or Trademark Security
Agreement in the respective forms of Exhibits B, C and D, as applicable, with regard to any Copyright Collateral,
Patent Collateral or Trademark Collateral (in each case, to the extent registered or filed, subject to the provisions of Section 3.7
hereof), as the case


 




    	 		 



    


    

may be, of Pledgor, described in Annexes D, E
and F hereto. In the event that after such date, Pledgor shall acquire any registered Copyright Collateral, Patent Collateral
or Trademark Collateral or effect any registration of any such Copyright Collateral, Patent Collateral or Trademark Collateral
or file any application for registration thereof, within the United States, Pledgor shall promptly furnish written notice thereof
to the Collateral Agent together with information sufficient to permit the Collateral Agent, upon its receipt of such notice, to
(and Pledgor hereby authorizes the Collateral Agent to) modify this Agreement, as appropriate, by amending Annex D, E
or F hereto or to add additional exhibits hereto to include any Copyright Collateral, Patent Collateral or Trademark Collateral
(in each case, to the extent registered or filed, subject to the provisions of Section 3.7 hereof) that becomes part
of the Collateral under this Agreement, and Pledgor shall additionally, at its own expense, execute and deliver, as promptly as
possible (but in any event within ten (10) days) after the date of such notice, with regard to United States Copyrights, Patents
and Trademarks, fully completed Copyright Security Agreements, Patent Security Agreements or Trademark Security Agreements in the
forms of Exhibits B, C and D, as applicable, together in all instances with any other agreements, instruments
and documents that the Collateral Agent may reasonably request from time to time to further effect and confirm the security interest
created by this Agreement in such Copyright Collateral, Patent Collateral and Trademark Collateral, and Pledgor hereby appoints
the Collateral Agent its attorney-in-fact, upon the occurrence and the continuance of an Event of Default, to execute, deliver
and record any and all such agreements, instruments and documents for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed and such power, being coupled with an interest, being irrevocable for so long as this Agreement shall be
in effect with respect to Pledgor. In that connection, Pledgor shall also execute and deliver on the date on which the Lien on
the Deferred Interests attaches, one copy of the Special Power of Attorney in the form of Annex H hereto.


 


(b)       The
Pledgor shall file and prosecute diligently all applications for registration of Patents, Trademarks or Copyrights now or hereafter
pending that would be necessary to the business of the Pledgor to which any such applications pertain, and do all acts (or refrain
from doing all acts), in any such instance, reasonably necessary to preserve and maintain all material rights in Patents, Trademarks
or Copyrights, unless such Patents, Trademarks or Copyrights are not material to the business of the Pledgor, as reasonably determined
by the Pledgor consistent with prudent and commercially reasonable business practices.


 


(c)       From
and after the date on which the Lien on the Deferred Interests attaches, Pledgor shall notify the Collateral Agent promptly in
writing if it knows or has reason to know that any material Patent Collateral, Trademark Collateral or Copyright Collateral used
in the conduct of its business may become abandoned or dedicated to the public, or of any adverse determination or development
(including the institution of, or any such determination or development in, any proceeding in the U.S. Patent and Trademark Office,
U.S. Copyright Office or any court) regarding Pledgor’s ownership of any material Patent Collateral, Trademark Collateral
or Copyright Collateral, its right to register the same, or to keep and maintain the same.


 


(d)       From
and after the date on which the Lien on the Deferred Interests attaches, in the event that any Collateral consisting of material
Patent Collateral, Trademark Collateral or Copyright Collateral used in the conduct of Pledgor’s business is believed infringed,
misappropriated or diluted by a third party, Pledgor shall notify the Collateral Agent promptly in writing after it learns thereof
and shall, if consistent with the exercise of reasonable business judgment and applicable laws, regulations and agreements to which
the applicable Pledgor is a party, promptly sue for infringement, misappropriation or dilution and to recover any and all damages
for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the circumstances to
protect such Collateral.


 


(e)       From
and after the date on which the Lien on the Deferred Interests attaches, upon the occurrence and during the continuance of any
Event of Default, Pledgor shall use its commercially reasonable efforts to obtain all requisite consents or approvals from the
licensor of each material License included within the Copyright Collateral, Patent Collateral or Trademark Collateral to effect
the assignment of all of Pledgor’s right, title and interest thereunder to the Collateral Agent or its designee.


 


Delivery of Collateral. Subject to
the Intercreditor Agreements and Section 8.16 hereof, all certificates or instruments representing or evidencing any
material Account, Equity Interest or other Collateral delivered to the Collateral Agent pursuant to this Agreement, shall be in
form suitable for transfer by delivery and shall be delivered together with undated stock powers duly executed in blank, appropriate
endorsements or other necessary instruments


 




    	 		 



    


    

of registration, transfer or assignment, duly executed, and
in each case such other instruments or documents required or as the Collateral Agent may, but is not required to, request (provided
that delivery of an opinion of counsel may only be requested where required by the Indenture). Pledgor shall deliver an Officers’
Certificate (as defined in the Indenture) to the Collateral Agent certifying as to the requirements for delivery.


 


Protection of Security Interest.
Pledgor agrees that it will use commercially reasonable efforts, at its own cost and expense, to take any and all actions necessary
to warrant and defend the right, title and interest of the Collateral Agent and Secured Parties in and to the Collateral against
the claims and demands of all other persons.


 


Control of Investment Property, Deposit
Accounts and Electronic Chattel Paper. Subject to the Intercreditor Agreements, the last sentence of Section 3.2
and Section 8.16 hereof, if any Investment Property (whether now owned or hereafter acquired) is included in the Collateral,
Pledgor will notify the Collateral Agent in writing thereof and will promptly take and cause to be taken all actions required under
Articles 8 and 9 of the Uniform Commercial Code and any other applicable law to enable the Collateral Agent (or the Credit Agreement
Agent as agent or bailee for the Collateral Agent) to acquire “control” (within the meaning of such term under Section 8-106
(or its successor provision) of the Uniform Commercial Code) of such Investment Property and as may be otherwise necessary to perfect
the security interest of the Collateral Agent therein. Subject to the Intercreditor Agreements and Section 8.16 hereof,
if any Deposit Account (whether now owned or hereafter acquired), other than any Excluded Account, is included in the Collateral,
Pledgor will notify the Collateral Agent in writing thereof and will promptly take and cause to be taken all actions required under
Article 9 of the Uniform Commercial Code and any other applicable law to enable the Collateral Agent to acquire “control”
(within the meaning of such term under Section 9-104 (or its successor provision) of the Uniform Commercial Code) of such
Deposit Account and as may be otherwise necessary to perfect the security interest of the Collateral Agent therein. Subject to
the Intercreditor Agreements and Section 8.16 hereof, if any Account of Pledgor would constitute “electronic
chattel paper” as defined under the Uniform Commercial Code, Pledgor will promptly notify the Collateral Agent in writing
and will take such other steps as may be necessary to give the Collateral Agent (or the holder of any Designated Senior Claim or
a representative of such a holder, as agent or bailee for the Collateral Agent) “control” over such electronic chattel
paper (within the meaning of Section 9-105 of the Uniform Commercial Code). Notwithstanding the foregoing, the provisions
of any control agreement shall provide that the Company may terminate such control agreement by delivery of a written certification
to each of the relevant deposit bank, securities intermediary, issuer or custodian, as applicable, and the Collateral Agent that
the property subject to such control agreement is subject to another control agreement for the benefit of the holders of any senior
Lien or their agent or other representative who are parties to the applicable Intercreditor Agreements (provided that the foregoing
termination shall not apply to any control agreement that established the control of both the Collateral Agent and the holders
of such senior Lien so long as such control is consistent with the priorities established by the Intercreditor Agreements). The
Company agrees to use commercially reasonable efforts to cause one of the following to occur (such obligation to use commercial
reasonable efforts to continue with respect to each of the following until such efforts are successful as to one of the following
or such efforts are unsuccessful as to all of the following): (i) obtain the consent of the applicable holders of senior Liens
or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as
applicable, to the Collateral Agent retaining its own separate control agreement reflecting the priorities established by the Intercreditor
Agreements, (ii) obtain the consent of the applicable holders of senior Liens or their agent(s) or other representative(s)
and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent being a party
to the control agreement in favor of the holders of senior Liens or their agent(s) and pursuant to such control agreement having
the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, agree to follow instructions or entitlement
orders, as applicable, of the Collateral Agent without further consent of the Company upon a discharge of the senior Liens, or
(iii) cause any control agreement for the benefit of any holders of senior Liens to be subject to the Uniform Commercial Code.
The Company agrees that it will not exercise its right to terminate any such separate control agreements in favor of the Collateral
Agent so long as the consent referred to in clause (i) is obtained or if such separate control agreement is amended in accordance
with clause (ii) rather than replaced.


 


Supplements to Schedules and Annexes.
The Pledgor shall, from time to time, amend or supplement in writing and deliver to the Collateral Agent revisions of and supplements
to the Annexes and schedules hereto to the extent necessary to disclose new or changed facts or circumstances arising after the
date hereof, which, if existing or occurring on such date, would have been required to be set forth or described in such Annex
or schedule hereto;


 




    	 		 



    


    

provided that (i) in connection with any amendment
or supplement to Annex B, the Pledgor shall provide the Collateral Agent at least fifteen (15) days’ advance
written notice of any such amendment or supplement (or such shorter period as the Collateral Agent may approve in writing), shall
comply with Section 4.2 and shall take any other action reasonably requested by Collateral Agent in connection therewith
to maintain the Lien of Collateral Agent on the Collateral after giving effect to such amendment or supplement, (ii) in connection
with any amendment or supplement to Annex G, the Pledgor shall provide the Collateral Agent at least fifteen (15) days’
advance written notice of any such amendment or supplement (or such shorter period as the Collateral Agent may approve), shall
comply with Sections 3.9 and 4.11 and shall take any other action reasonably requested by Collateral Agent in connection
therewith to maintain the Lien of Collateral Agent on the Collateral after giving effect to such amendment or supplement, (iii) in
connection with any amendment or supplement to Annex C, the Pledgor shall comply with Section 4.2, (iv) in
connection with any amendment or supplement to Annexes D, E or F, the Pledgor shall comply with Section 4.8(a),
and (v) no such amendment or supplement to any such Annex shall constitute a waiver of any Default or Event of Default in
existence on or prior to the date of such amendment or supplement. Any reference to an Annex or schedule in this Agreement shall
refer to such Annex as amended or supplemented from time to time in accordance with this Section 4.12. Pledgor shall
deliver an Officers’ Certificate (as defined in the Indenture) to the Collateral Agent certifying as to such changed facts
or circumstances.


 


ARTICLE
V



CERTAIN PROVISIONS RELATING TO EQUITY INTERESTS


 


Ownership; After-Acquired Equity Interests.


 


(a)       Except
as otherwise permitted by the Indenture, Pledgor will cause the Equity Interests pledged by it hereunder to constitute at all times
100% of the capital stock or other Equity Interests in each subsidiary of Pledgor, such that the issuer thereof shall be a wholly
owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not cause or
permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or other Equity
Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other person as a
stockholder, partner or member of any such issuer.


 


(b)       If
Pledgor shall, at any time and from time to time, acquire any additional capital stock or other Equity Interests in any person
of the types described in the definition of the term “Equity Interests”, the same shall be automatically deemed
to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent pursuant to Section 2.1 and, subject
to the Intercreditor Agreements, Pledgor will forthwith pledge and, subject to Section 8.16 hereof, deposit the same
with the Collateral Agent and deliver to the Collateral Agent any certificates or instruments therefor, together with the endorsement
of Pledgor (in the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced
by certificates) or other necessary instruments of transfer or assignment, duly executed in blank, together with such other certificates
and instruments as the Collateral Agent may, but is not required to, reasonably request (including Uniform Commercial Code financing
statements or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent a fully completed and
duly executed amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) in respect
thereof. Pledgor hereby authorizes the Collateral Agent to attach each such Pledge Amendment to this Agreement, and agrees that
all such Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to
the provisions hereof, provided that the failure of Pledgor to execute and deliver any Pledge Amendment with respect to
any such additional Collateral as required hereinabove shall not impair the security interest of the Collateral Agent in such Collateral
or otherwise adversely affect the rights and remedies of the Collateral Agent hereunder with respect thereto.


 


(c)       Subject
to the Intercreditor Agreements and Section 8.16 hereof, if any Equity Interests (whether now owned or hereafter acquired)
included in the Collateral are “uncertificated securities” within the meaning of the Uniform Commercial Code or are
otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the Collateral Agent in
writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated securities is a person
other than a direct or indirect subsidiary of the Parent) use its best efforts to cause the issuer to take, all actions required
under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral Agent to acquire
“control” (within


 




    	 		 



    


    

the meaning of such term under Section 8-106 (or its successor
provision) of the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate
by the Collateral Agent to perfect the security interest of the Collateral Agent therein.


 


Voting Rights. So long as no Event
of Default shall have occurred and be continuing, Pledgor shall be entitled to exercise all voting and other consensual rights
pertaining to its Equity Interests (subject to its obligations under Section 5.1) which have become Collateral, and
for that purpose the Collateral Agent will execute and deliver or cause to be executed and delivered to the Pledgor all such proxies
and other instruments as the Pledgor may reasonably request in writing to enable the Pledgor to exercise such voting and other
consensual rights; provided, however, that the Pledgor will not cast any vote, give any consent, waiver or ratification,
or take or fail to take any action, in any manner that would, or could reasonably be expected to, violate or be inconsistent with
any of the terms of this Agreement, the Intercreditor Agreements or the Indenture, or have the effect of impairing the position
or interests of the Collateral Agent or any other Secured Party in such Collateral.


 


Dividends and Other Distributions.
Except as provided otherwise herein or in the Indenture, all interest, income, dividends, distributions and other amounts payable
in cash in respect of the Equity Interests which have become Collateral shall be paid to the Collateral Agent and retained by it
in a non-interest bearing account as part of the Collateral (except to the extent applied upon receipt to the repayment of the
Secured Obligations). The Collateral Agent shall also be entitled at all times to receive directly, and to retain as part of the
Collateral, (i) all interest, income, dividends, distributions or other amounts paid or payable in cash or other property
in respect of any Equity Interests which have become Collateral in connection with the dissolution, liquidation, recapitalization
or reclassification of the capital of the applicable issuer to the extent representing an extraordinary, liquidating or other distribution
in return of capital, (ii) all additional Equity Interests or other securities or property (other than cash) paid or payable
or distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any noncash
dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification, combination of shares or interests
or similar rearrangement, and (iii) without affecting any restrictions against such actions contained in the Indenture, all
additional Equity Interests or other securities or property (including cash) paid or payable or distributed or distributable in
respect of any Equity Interests which have become Collateral in connection with any consolidation, merger, exchange of securities,
liquidation or other reorganization. All interest, income, dividends, distributions or other amounts that are received by Pledgor
in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral Agent, shall be segregated
from other property or funds of Pledgor and, subject to the Intercreditor Agreements and Section 8.16 hereof, shall
be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsements)
or in the case of cash, by wire transfer pursuant to payment instructions provided by Collateral Agent to Pledgor. Any such cash
shall be retained in a non-interest bearing account.


 


ARTICLE
VI



REMEDIES


 


Remedies. If an Event of Default
shall have occurred and be continuing, subject to the Intercreditor Agreements (which may limit or preclude the exercise of rights
under this Article VI), the Collateral Agent, at the direction of the Trustee acting upon the written direction of the appropriate
percentage of Holders under the Indenture, as applicable, shall be entitled to exercise in respect of the Collateral all of its
rights, powers and remedies provided for herein or otherwise available to it under the Indenture, by law, in equity or otherwise,
including all rights and remedies of a secured party under the Uniform Commercial Code, and shall be entitled in particular, but
without limitation of the foregoing (other than as provided in the Intercreditor Agreements), to exercise the following rights,
which Pledgor agrees to be commercially reasonable:


 


(a)       To
notify any or all account debtors or obligors under any Accounts or other Collateral of the security interest in favor of the Collateral
Agent created hereby and to direct all such Persons to make payments of all amounts due thereon or thereunder directly to the Collateral
Agent or to an account designated by the Collateral Agent; and in such instance and from and after such notice, all amounts and
Proceeds (including wire transfers, checks and other instruments) received by Pledgor in respect of any Accounts or other Collateral
shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated from the other funds of Pledgor
and, subject to the Intercreditor Agreements, shall be forthwith deposited into such account or paid over or


 




    	 		 



    


    

delivered to the Collateral Agent in the same form as so received
(with any necessary endorsements or assignments), to be held as Collateral and applied to the Secured Obligations as provided herein;


 


(b)       To
receive, open and properly dispose of all mail addressed to Pledgor concerning Accounts and other Collateral and to notify the
appropriate postal authority to change the mailing or delivery address of such mail; to accelerate any indebtedness or other obligation
constituting Collateral that may be accelerated in accordance with its terms; to take or bring all actions and suits deemed necessary
or appropriate to effect collections and to enforce payment of any Accounts or other Collateral; to settle, compromise or release
in whole or in part any amounts owing on Accounts or other Collateral; and to extend the time of payment of any and all Accounts
or other amounts owing under any Collateral and to make allowances and adjustments with respect thereto, all in the same manner
and to the same extent as Pledgor might have done;


 


(c)       Subject
to applicable law and regulation, to transfer to or register in its name or the name of any of its agents or nominees all or any
part of the Collateral, without notice to Pledgor and with or without disclosing that such Collateral is subject to the security
interest created hereunder;


 


(d)       Subject
to applicable law and regulation, to require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request
of the Collateral Agent forthwith, assemble all or any part of the Collateral as directed by the Collateral Agent and to the extent
permitted by applicable law make it available to the Collateral Agent at a place designated by the Collateral Agent and Pledgor
further agrees that the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale;


 


(e)       To
the extent permitted by applicable law, to enter and remain upon the premises of Pledgor and take possession of all or any part
of the Collateral, with or without judicial process; to use the materials, services, books and records of Pledgor for the purpose
of liquidating or collecting the Collateral, whether by foreclosure, auction or otherwise; and to remove the same to the premises
of the Collateral Agent or any designated agent for such time as the Collateral Agent may desire or as is necessary or advisable,
in order to effectively collect or liquidate the Collateral;


 


(f)       Subject
to applicable law and regulation and the Intercreditor Agreements, to exercise, but only at the request of the Trustee acting in
accordance with the Indenture, to the extent permitted by applicable law, (i) all voting, consensual and other rights and
powers pertaining to the Equity Interests (whether or not transferred into the name of the Collateral Agent), at any meeting of
shareholders, partners, members or otherwise, and (ii) any and all rights of conversion, exchange, subscription and any other
rights, privileges or options pertaining to the Equity Interests as if it were the absolute owner thereof (including, without limitation,
the right to exchange any and all of the Equity Interests upon the merger, consolidation, reorganization, reclassification, combination
of shares or interests, similar rearrangement or other similar fundamental change in the structure of the applicable issuer, or
upon the exercise by Pledgor or the Collateral Agent of any right, privilege or option pertaining to such Equity Interests), and
in connection therewith, the right to deposit and deliver any and all of the Equity Interests with any committee, depositary, transfer
agent, registrar or other designated agency and give all consents, waivers and ratifications in respect of the Equity Interests,
all without liability except to account for any property actually received by it, but the Collateral Agent shall have no duty to
exercise any such right, privilege or option or give any such consent, waiver or ratification and shall not be responsible for
any failure to do so or delay in so doing; and for the foregoing purposes Pledgor will promptly execute and deliver or cause to
be executed and delivered to the Collateral Agent, all such proxies and other instruments to enable the Collateral Agent to exercise
such rights and powers; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, PLEDGOR HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS THE COLLATERAL AGENT AS THE TRUE AND LAWFUL PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, WITH FULL POWER OF SUBSTITUTION
IN THE PREMISES, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO EXERCISE ALL SUCH VOTING, CONSENSUAL
AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY EQUITY INTERESTS WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME, WHICH
PROXY AND POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT
SHALL BE IN EFFECT; and


 




    	 		 



    


    

(g)       Subject
to applicable law and regulation, to sell, resell, assign and deliver all or any of the Collateral, in one or more parcels, on
any securities exchange on which any Equity Interests may be listed, at public or private sale, at any of the Collateral Agent’s
offices or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices and upon
such other terms as the Collateral Agent may deem satisfactory. If any of the Collateral is sold by the Collateral Agent upon credit
or for future delivery, the Collateral Agent shall not be liable for the failure of the purchaser to purchase or pay for the same
and, in the event of any such failure, the Collateral Agent may, but is not required to, resell such Collateral. In no event shall
Pledgor be credited with any part of the Proceeds of sale of any Collateral until and to the extent cash payment in respect thereof
has actually been received by the Collateral Agent. Each purchaser at any such sale shall hold the property sold absolutely, free
from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, and Pledgor hereby expressly
waives, to the fullest extent permitted under applicable law, all rights of redemption, stay or appraisal, and all rights to require
the Collateral Agent to marshal any assets in favor of Pledgor or any other party or against or in payment of any or all of the
Secured Obligations, that it has or may have under any rule of law or statute now existing or hereafter adopted. No demand, presentment,
protest, advertisement or notice of any kind (except any notice required by law, as referred to below), all of which are hereby
expressly waived by Pledgor, shall be required in connection with any sale or other disposition of any part of the Collateral.
If any notice of a proposed sale or other disposition of any part of the Collateral shall be required under applicable law, the
Collateral Agent shall give the Pledgor at least ten (10) days’ prior notice of the time and place of any public sale
and of the time after which any private sale or other disposition is to be made, which notice Pledgor agrees is commercially reasonable.
The Collateral Agent shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the
fact that notice of sale may have been given. The Collateral Agent may, without notice or publication, adjourn any public or private
sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so adjourned. Upon each public sale and, to the extent
permitted by applicable law, upon each private sale, the Collateral Agent may purchase all or any of the Collateral being sold,
free from any equity, right of redemption or other claim or demand, and may make payment therefor by endorsement and application
(without recourse) of the Secured Obligations in lieu of cash as a credit on account of the purchase price for such Collateral.
The Collateral Agent shall, to the extent required by applicable laws, comply with any applicable state or federal law requirements
in connection with the sale or other disposition of the Collateral and Pledgor agrees that such compliance is commercially reasonable.
The Collateral Agent may sell or otherwise dispose of the Collateral without giving any warranties, specifically disclaiming any
warranties of title or the like and Pledgor agrees that such disclaimer is commercially reasonable.


 


Application of Proceeds.


 


(a)       Subject
to the Intercreditor Agreements, all Proceeds collected by the Collateral Agent upon any sale, other disposition of or realization
upon any of the Collateral, together with all other moneys received by the Collateral Agent hereunder following the occurrence
and during the continuance of an Event of Default shall be applied in accordance with the Indenture.


 


(b)       Pledgor
shall remain liable to the extent of any deficiency between the amount of all Proceeds realized upon sale, other disposition or
collection of the Collateral, and monies held as Collateral pursuant to this Agreement and the aggregate amount of Secured Obligations.
Upon any sale of any Collateral hereunder by the Collateral Agent (whether by virtue of the power of sale herein granted, pursuant
to judicial proceeding, or otherwise), the receipt by the Collateral Agent or the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in
any way for the misapplication thereof.


 


Grant of License. To the extent permitted
by applicable law and the Intercreditor Agreements and solely for the purpose of enabling the Secured Parties to exercise rights
and remedies under this Article VI, and at such time as the Secured Parties shall be lawfully entitled to exercise such
rights and remedies, Pledgor hereby grants to the Collateral Agent, to the extent it has the right to do so, an irrevocable, non-exclusive
license (exercisable without payment of royalty or other compensation to Pledgor), subject, in the case of Trademarks, to sufficient
rights to quality control and inspection in favor of Pledgor to avoid the risk of invalidation of such Trademarks, to use, license
or sublicense any Patent Collateral, Trademark Collateral or Copyright Collateral now owned or hereafter


 




    	 		 



    


    

acquired by Pledgor, wherever the same may be located throughout
the world, for such term or terms, on such conditions and in such manner as the Collateral Agent shall determine, whether general,
special or otherwise, and whether on an exclusive or nonexclusive basis, and including in such license reasonable access to all
media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation
or printout thereof. The use of such license or sublicense by the Collateral Agent shall be exercised only upon the occurrence
and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into
by the Collateral Agent in accordance herewith shall be binding upon each applicable Pledgor notwithstanding any subsequent cure
of an Event of Default.


 


Private Sales.


 


(a)       Pledgor
recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws as in effect
from time to time, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Equity Interests conducted
without registration or qualification under the Securities Act and such state securities laws, to limit purchasers to any one or
more persons who will represent and agree, among other things, to acquire such Equity Interests for their own account, for investment
and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private sales may be made in such
manner and under such circumstances as the Collateral Agent may deem necessary or advisable, including at prices and on terms less
favorable than those obtainable through a public sale without such restrictions (including, without limitation, a public offering
made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable manner and agrees that the Collateral Agent shall have
no obligation to conduct any public sales and no obligation to delay the sale of any Equity Interests for the period of time necessary
to permit its registration for public sale under the Securities Act and applicable state securities laws, and shall not have any
responsibility or liability as a result of its election so not to conduct any such public sales or delay the sale of any Equity
Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until
after such registration. Pledgor hereby waives any claims against the Collateral Agent or any other Secured Party arising by reason
of the fact that the price at which any Equity Interests may have been sold at any private sale was less than the price that might
have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent
accepts the first offer received and does not offer such Equity Interests to more than one offeree.


 


(b)       Pledgor
agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral Agent and
the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of
such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against
the Pledgor.


 


Waivers. Pledgor, to the greatest
extent not prohibited by applicable law, hereby (i) agrees that it will not invoke, claim or assert the benefit of any rule
of law or statute now or hereafter in effect (including, without limitation, any right to prior notice or judicial hearing in connection
with the Collateral Agent’s possession, custody or disposition of any Collateral or any appraisal, valuation, stay, extension,
moratorium or redemption law), or take or omit to take any other action, that would or could reasonably be expected to have the
effect of delaying, impeding or preventing the exercise of any rights and remedies in respect of the Collateral, the absolute sale
of any of the Collateral or the possession thereof by any purchaser at any sale thereof, and waives the benefit of all such laws
and further agrees that it will not hinder, delay or impede the execution of any power granted hereunder to the Collateral Agent,
but that it will permit the execution of every such power as though no such laws were in effect, (ii) waives all rights that
it has or may have under any rule of law or statute now existing or hereafter adopted to require the Collateral Agent to marshal
any Collateral or other assets in favor of Pledgor or any other party or against or in payment of any or all of the Secured Obligations,
and (iii) waives all rights that it has or may have under any rule of law or statute now existing or hereafter adopted to
demand, presentment, protest, advertisement or notice of any kind (except notices expressly provided for herein or in the other
Financing Documents) or to require the Collateral Agent to pursue any third party for any of the Secured Obligations.


 


ARTICLE
VII



THE COLLATERAL AGENT


 




    	 		 



    


    

The Collateral Agent; Standard of Care.


 


(a)       The
Collateral Agent will hold all items of the Collateral at any time received under this Agreement in accordance with the provisions
hereof and the Indenture. The obligations of the Collateral Agent as holder of the Collateral and interests therein and with respect
to the disposition thereof, and otherwise under this Agreement and the Indenture are only those expressly set forth in this Agreement
and the Indenture. The Collateral Agent shall act at the direction of the Trustee (acting on written direction of the appropriate
percentage of Holders under the Indenture) who shall give directions to the Collateral Agent pursuant to the Indenture. The powers
conferred on the Collateral Agent hereunder are solely to protect its interest, on behalf of the Secured Parties, in the Collateral,
and shall not impose any duty upon it to exercise any such powers. The powers conferred on the Collateral Agent hereunder are solely
to protect its interest in the Collateral, shall not impose any duty upon the Collateral Agent to exercise any such powers and
shall not make the Collateral Agent liable to any Person. Except for treatment of the Collateral in its possession in the same
manner as that which the Collateral Agent, in its individual capacity, accords its own property of a similar nature for its own
account, and the accounting for moneys actually received by it hereunder in the exercise of reasonable care, the Collateral Agent
shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or
any other rights pertaining to the Collateral. Neither the Collateral Agent nor any other Secured Party shall be liable to Pledgor
(i) for any loss or damage sustained by Pledgor, or (ii) for any loss, damage, depreciation or other diminution in the
value of any of the Collateral that may occur as a result of or in connection with or that is in any way related to any exercise
by the Collateral Agent or any other Secured Party of any right or remedy under this Agreement, any failure to demand, collect
or realize upon any of the Collateral or any delay in doing so, or any other act or failure to act on the part of the Collateral
Agent or any other Secured Party, except to the extent that the same is caused by its own gross negligence or willful misconduct.


 


(b)       The
Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or protection
of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection, priority,
sufficiency or protection of any Liens securing the Secured Obligations. For the avoidance of doubt, nothing herein shall require
the Collateral Agent to file financing statements, continuation statements or termination statements, or be responsible for maintaining
the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder or under any other Security Document) and such responsibility shall
be solely that of the Pledgor. In connection with its execution and acting under this Agreement, the Collateral Agent is entitled
to all rights, privileges, protections, immunities, benefits and indemnities provided to it under the other Security Documents,
all of which are incorporated by reference herein mutatis mutandis. Notwithstanding anything to the contrary herein, express
or implied, the Collateral Agent shall have no duty to take any discretionary action or exercise any discretionary powers (including
making any determination or deeming any matter appropriate, necessary or satisfactory) unless it first receives written direction
from the Trustee acting on behalf of the appropriate percentage of Holders under the Indenture. Furthermore, if the Collateral
Agent shall not have received appropriate instruction within 10 days of a request therefor from the Trustee (or such shorter period
as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action as it shall deem to be in the best interests of the itself and the Trustee and the
Collateral Agent shall have no liability to any Person for such action or inaction.


 


(c)       Notwithstanding
anything to the contrary herein, whenever reference is made in this Agreement to any action by, consent, designation, specification,
requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or
to be (or not to be) suffered or omitted by the Collateral Agent, to any amendment, waiver or other modification of this Agreement
to be executed (or not to be executed) by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment,
expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral
Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding, suffering, omitting, making
or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in accordance
with the written direction of the Trustee acting upon the written direction of the appropriate percentage of Holders under the
Indenture, as applicable. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted
assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim under or in
relation to any Security Document, or confer any rights or benefits on any party hereto.


 




    	 		 



    


    

Further Assurances; Attorney-in-Fact.


 


(a)       Pledgor
hereby authorizes the Collateral Agent to sign (to the extent the Pledgor’s signature is required thereon) financing statements
and amendments thereto relating to all or any part of the Collateral without the signature of Pledgor (including, without limitation,
making any notice filings with state tax or revenue authorities required to be made by account creditors in order to enforce any
Accounts in such state); provided that, promptly following the filing thereof, the Pledgor shall provide the Collateral
Agent with a copy of any initial financing statement filed by it or any amendment to any initial financing statement which changes
the collateral description set forth therein. The Pledgor further agrees to execute and deliver to the Collateral Agent such additional
conveyances, assignments, agreements and instruments as the Collateral Agent may reasonably require under applicable law to perfect,
establish, confirm and maintain the security interest and Lien provided for herein, to carry out the purposes of this Agreement
or to further assure and confirm unto the Collateral Agent its rights, powers and remedies hereunder.


 


(b)       Pledgor
hereby irrevocably appoints the Collateral Agent its lawful attorney-in-fact, with full authority in the place and stead of Pledgor
and in the name of Pledgor, the Collateral Agent or otherwise, and with full power of substitution in the premises (which power
of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time,
after the occurrence and during the continuance of an Event of Default (except for the actions described in clauses (ii),
(iv) and (vii) below which may be taken by the Collateral Agent without regard to whether an Event of Default has occurred)
to take any action and to execute any instruments that are necessary or advisable to accomplish the purpose of this Agreement,
including, without limitation:


 


(i)       to
ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Collateral;


 


(ii)       to
receive, endorse and collect any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable
to Pledgor representing any interest, income, dividend, distribution or other amount payable in respect of any of the Collateral
and to give full discharge for the same;


 


(iii)       to
obtain, maintain and adjust any property or casualty insurance required to be maintained by Pledgor under Section 4.7
and direct the payment of proceeds thereof to the Collateral Agent;


 


(iv)       to
pay or discharge taxes, Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity
thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent, any such payments made by the
Collateral Agent to become Secured Obligations of the Pledgor to the Collateral Agent, due and payable immediately and without
demand (provided that the Collateral Agent shall not pay any tax obligation being contested by the Pledgor as indicated
on Schedule II hereto);


 


(v)       to
file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or advisable for the
collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;


 


(vi)       to
use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as
fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes, and to do from
time to time, at the Collateral Agent’s option and the Pledgor’s expense, all other acts and things necessary to protect,
preserve or realize upon the Collateral and to more completely carry out the purposes of this Agreement; and


 


(vii)       to
sign the name of Pledgor on (to the extent the Pledgor’s signature is required thereon) and to file any financing statement,
continuation statement, notice or other similar document that,


 




    	 		 



    


    

in the Collateral Agent’s Permitted Discretion,
should be made or filed in order to perfect or continue to perfect the security interest granted under this Agreement;


 


(c)       If
Pledgor fails to perform any covenant or agreement contained in this Agreement after written request to do so by the Collateral
Agent (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an
Event of Default), the Collateral Agent may itself perform, or cause the performance of, such covenant or agreement and may take
any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security
interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Pledgor under Section
8.1.


 


ARTICLE
VIII



MISCELLANEOUS


 


Indemnity and Expenses. The Pledgor
agrees:


 


(a)       to
indemnify and hold harmless the Collateral Agent, the Trustee, each other Secured Party and each of their respective directors,
officers, employees, agents and affiliates from and against any and all claims, damages, demands, losses, obligations, judgments
and liabilities (including, without limitation, reasonable attorneys’ fees, out of pocket costs and expenses) in any way
arising out of or in connection with this Agreement, except to the extent the same shall arise as a result of the gross negligence
or willful misconduct of the party seeking to be indemnified; and


 


(b)       to
pay and reimburse the Collateral Agent and the Trustee upon demand for all reasonable costs and expenses (including, without limitation,
reasonable attorneys’ fees, out of pocket costs and expenses) that the Collateral Agent may incur in connection with (i) the
custody, use or preservation of, or the sale of, collection from or other realization upon, any of the Collateral, including the
reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral,
(ii) the exercise or enforcement of any rights or remedies granted hereunder (including, without limitation, under Article
VI), under the Indenture or Notes or otherwise available to it (whether at law, in equity or otherwise), or (iii) the
failure by Pledgor to perform or observe any of the provisions hereof. The provisions of this Section shall survive the execution
and delivery of this Agreement, the repayment of any of the Secured Obligations and the discharge of the Indenture.


 


No Waiver. The rights and remedies
of the Secured Parties expressly set forth in this Agreement, the Indenture and the Notes are cumulative and in addition, to, and
not exclusive of, all other rights and remedies available at law, in equity or otherwise. No failure or delay on the part of any
Secured Party in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power
or privilege or be construed to be a waiver of any Default or Event of Default. No course of dealing between the Pledgor and the
Secured Parties or their agents or employees shall be effective to amend, modify or discharge any provision of this Agreement or
the Indenture or Notes or to constitute a waiver of any Default or Event of Default. No notice to or demand upon Pledgor in any
case shall entitle Pledgor to any other or further notice or demand in similar or other circumstances or constitute a waiver of
the right of any Secured Party to exercise any right or remedy or take any other or further action in any circumstances without
notice or demand.


 


Pledgor’s Obligations Absolute.
Until such time as this Agreement terminates pursuant to Section 8.6, Pledgor agrees that its obligations hereunder,
and the security interest granted to and all rights, remedies and powers of, the Collateral Agent hereunder, are irrevocable, absolute
and unconditional and shall not be discharged, limited or otherwise affected (unless agreed to by the parties hereto) by reason
of any of the following, whether or not Pledgor has knowledge thereof:


 


(i)       any
change in the time, manner or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification
or supplement to, restatement of, or consent to


 




    	 		 



    


    

any rescission or waiver of or departure from, any
provisions of the Indenture, the Guarantee, the Notes, any other Security Document or any agreement or instrument delivered pursuant
to any of the foregoing;


 


(ii)       the
invalidity or unenforceability of any Secured Obligations or any provisions of the Indenture, the Notes, the Guarantee, any other
Financing Document or any agreement or instrument delivered pursuant to any of the foregoing;


 


(iii)       the
taking, acceptance or release of any Secured Obligations or additional Collateral or other security therefor or the addition or
release of any Pledgor hereunder;


 


(iv)       any
sale, exchange, release, substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other
direct or indirect security for any Secured Obligations, or any discharge, modification, settlement, compromise or other action
or inaction in respect of any Secured Obligations;


 


(v)       any
agreement not to pursue or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation
of law, court order or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security
therefor, or any failure to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or
other security;


 


(vi)       the
exercise of any right or remedy available under the Indenture, the Notes or other Security Document, at law, in equity or otherwise
in respect of any Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including,
without limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not
every aspect of such sale is commercially reasonable;


 


(vii)       any
bankruptcy, reorganization, arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the
corporate structure or existence of the Issuer, Pledgor or any other person directly or indirectly liable for any Secured Obligations;


 


(viii)       any
manner of application of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized,
whether in reduction of any Secured Obligations or any other obligations of the Issuer, Pledgor or any other person directly or
indirectly liable for any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application;
or


 


(ix)       any
other circumstance that might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available
to, the Issuer, Pledgor or a surety or guarantor generally, other than a satisfaction and discharge of the Indenture pursuant to
Article 12 of the Indenture or a Legal Defeasance or Covenant Defeasance or as otherwise provided in Section 10.04 of the
Indenture.


 


Enforcement. By its acceptance of
the benefits of this Agreement, each Secured Party agrees that this Agreement may be enforced only by the Collateral Agent, acting
upon the instructions or with the consent of the the Trustee who shall act in accordance with the Indenture, and that no Secured
Party shall have any right individually to enforce or seek to enforce this Agreement or to realize upon any Collateral or other
security given to secure the payment and performance of the Secured Obligations.


 


Amendments, Waivers, etc. No amendment,
modification, waiver, discharge or termination of, or consent to any departure by Pledgor from, any provision of this Agreement,
shall be effective unless in a writing executed and delivered in accordance with Article 9 of the Indenture, and then the same
shall be effective only in the specific instance and for the specific purpose for which given.


 


Continuing Security Interest; Term; Successors
and Assigns; Assignment; Termination and Release; Survival. This Agreement shall create a continuing security interest in the
Collateral and shall secure the payment


 




    	 		 



    


    

and performance of all of the Secured Obligations as the same
may arise and be outstanding at any time and from time to time from and after the date hereof, and shall (i) remain in full
force and effect until the earlier of a satisfaction and discharge of the Indenture pursuant to Article 12 of the Indenture or
a Legal Defeasance or a Covenant Defeasance or as otherwise provided in Section 10.04 of the Indenture, (ii) be binding
upon and enforceable against Pledgor and its successors and assigns (provided, however, that, except as may otherwise
be permitted by the Indenture, Pledgor may not sell, assign or transfer any of its rights, interests, duties or obligations hereunder
without the prior written consent of the requisite Holders pursuant to Article 9 of the Indenture and (iii) inure to the benefit
of and, subject to Section 8.4, be enforceable by each Secured Party and its successors and assigns. Upon any sale,
lease, transfer or other disposition by Pledgor of any Collateral (including, without limitation, any ACP Property) in a transaction
expressly permitted hereunder and under the Indenture, the Lien and security interest created by this Agreement in and upon such
Collateral shall be automatically released. Further, upon Pledgor ceasing to be a Guarantor pursuant to a transaction expressly
permitted hereunder and under the Indenture, the Lien and security interest created by this Agreement in any Collateral of Pledgor
shall be released and the earlier of a satisfaction and discharge of the Indenture pursuant to Article 12 of the Indenture or a
Legal Defeasance or a Covenant Defeasance or as otherwise provided in Section 10.04 of the Indenture, this Agreement and the
Lien and security interest created hereby shall terminate; and in connection with any such release or termination, the Collateral
Agent, at the request and expense of the Pledgor, will execute and deliver to Pledgor such documents and instruments evidencing
such release or termination as Pledgor may reasonably request and will assign, transfer and deliver to Pledgor, without recourse
and without representation or warranty, such of the Collateral as may then be in the possession of the Collateral Agent (or, in
the case of any partial release of Collateral, such of the Collateral so being released as may be in its possession). All representations,
warranties, covenants and agreements herein shall survive the execution and delivery of this Agreement and any Pledge Amendment.


 


Notices. All notices and other communications
provided for hereunder shall be given to the parties in the manner and subject to the other notice provisions set forth in the
Indenture.


 


Applicable Law. THIS AGREEMENT SHALL
BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


Severability. To the extent any provision
of this Agreement is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective
only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision
in any other jurisdiction or the remaining provisions of this Agreement in any jurisdiction.


 


Construction. The headings of the
various sections and subsections of this Agreement have been inserted for convenience only and shall not in any way affect the
meaning or construction of any of the provisions hereof. Unless the context otherwise requires, words in the singular include the
plural and words in the plural include the singular.


 


Counterparts. This Agreement may
be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original
but all of which when taken together shall constitute but one contract, and shall become effective when copies hereof which, when
taken together, bear the signatures of each of the parties hereto shall be delivered to the Collateral Agent. Delivery of an executed
counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed signature
page hereto.


 


Submission to Jurisdiction. Any legal
action or proceeding with respect to this Agreement may be brought in the courts of the State of New York or of the United States
of America for the Southern District of New York, and, by execution and delivery of this Agreement, Pledgor hereby submits for
itself and in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts, waives
any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens,
which Pledgor now or hereafter has to the bringing of any such action or proceeding in such respective jurisdictions and consents
to the service of process of any of the aforementioned courts in any such action or proceeding by the


 




    	 		 



    


    

mailing of copies thereof by registered or certified mail, postage
prepaid, to each such person, as the case may be, as provided for in Section 8.7. The Collateral Agent may also serve
process in any other manner permitted by law or commence legal proceedings or otherwise proceed against Pledgor in any other jurisdiction.
The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.


 


WAIVER OF JURY TRIAL. EACH PARTY
HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.


 


Qualifications Regarding Pledgor Disclosures.
Notwithstanding anything to the contrary set forth herein, in no event shall Pledgor be required to provide in any annex, exhibit
or schedule hereto, or in response to any disclosure required hereunder, any information that is “classified” for reasons
of national security or foreign policy under applicable laws, and each of the Pledgor’s representations and warranties hereunder
and the annexes, exhibits and schedules hereto are so qualified.


 


Certain Regulatory Restrictions.
Notwithstanding anything to the contrary set forth herein, certain rights, remedies and powers provided the Collateral Agent in
this Agreement, such as (a) actions by the Collateral Agent that would constitute a direct or indirect transfer of control
of one or more Permits (as defined below), within the meaning of Section 184 of the Atomic Energy Act of 1954, as amended,
and (b) actions (other than acquiring title or ownership to Inventory or Equipment by foreclosure or otherwise pursuant to
existing general licenses from the NRC issued to and generally available for use by any person) that involve taking possession
or controlling the use of nuclear materials or facilities for which a Permit is required, are subject to regulatory restrictions
that may require the Collateral Agent to obtain the prior written consent or approval of the NRC, and all provisions of this Security
Agreement shall be limited to conform with such restrictions. For purposes hereof, “Permits” means permits, licenses,
certificates, approvals and other authorizations issued by the NRC, or by a state agency exercising NRC’s authority under
an agreement with the NRC.


 


Intercreditor Agreements. Notwithstanding
anything herein to the contrary, the Lien and security interest granted to the Collateral Agent pursuant to this Agreement and
the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreements.
In the event of any conflict between the terms of the Intercreditor Agreements and this Agreement, the terms of the Intercreditor
Agreements shall govern and control. Notwithstanding anything herein to the contrary, so long as the Intercreditor Agreements is
in effect, any requirement to deliver possession of any Collateral to the Collateral Agent or to give the Collateral Agent “control”
over any Collateral shall be deemed to be satisfied if the holder of a Lien or any representative thereof shall have such possession
or control and such holder or representative as the case may be has agreed in the applicable Intercreditor Agreement to also hold
such possession or control as agent or bailee for the benefit of the Collateral Agent; provided, however, that notwithstanding
the foregoing, the Company agrees to use commercially reasonable efforts to cause one of the following to occur (such obligation
to use commercial reasonable efforts to continue with respect to each of the following until such efforts are successful as to
one of the following or such efforts are unsuccessful as to all of the following): (i) obtain the consent of the applicable
holders of senior Liens or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary,
issuer or custodian, as applicable, to the Collateral Agent retaining its own separate control agreement reflecting the priorities
established by the applicable Intercreditor Agreement, (ii) obtain the consent of the applicable holders of senior Liens or
their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian, as applicable,
to the Collateral Agent being a party to the control agreement in favor of the holders of


 




    	 		 



    


    

senior Liens or their agent(s) and pursuant to such control
agreement having the applicable deposit bank, securities intermediary, issuer or custodian, as applicable, agree to follow instructions
or entitlement orders, as applicable, of the Collateral Agent without further consent of the Company upon a discharge of the Senior
Liens, or (iii) cause any control agreement for the benefit of any holders of senior Liens to be subject to the Uniform Commercial
Code.


 


No Recourse to the United States.
The obligations of the Pledgor under this Agreement, the Indenture and the Notes are the obligations of the Pledgor
and are not obligations of, or guaranteed as to principal or interest by, the United States.


 


[Remainder of Page Intentionally Left
Blank]


 


 




    	 		 



    


    

IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their duly authorized officers as of the date first above written.


 


	 	 	 	 	 
	PLEDGOR:
	 
	UNITED STATES ENRICHMENT CORPORATION
	 	 
	By:	 	
 


	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


[Signature Page to Pledge and Security Agreement]


 


 




    	 		 



    


    

 


 


	 	 	 	 	 
	COLLATERAL AGENT:
	 
	DELAWARE TRUST COMPANY, as Collateral Agent
	 	 
	By:	 	
 


	 	 	Name:	 	 
	 	 	Title:	 	 



 


 


[Signature Page to Pledge and Security Agreement]


 


 




    	 		 



    


    

PLEDGE AMENDMENT


 


THIS PLEDGE AMENDMENT, dated as of
            , 20    , is delivered by [NAME
OF PLEDGOR] (the “Pledgor”) pursuant to Section 5.1 of the Security Agreement referred to herein
below. The Pledgor hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement, dated as of February
14, 2017 (as amended, modified, restated or supplemented from time to time, the “Security Agreement,” capitalized
terms defined therein being used herein as therein defined) made by the Pledgor in favor of                     ,
as trustee and collateral agent for the Holders under the Indenture referred to below (in its capacity as trustee and together
with its successors and assigns in such capacity, the “Trustee” and in its capacity as collateral agent and
together with its successors and assigns in such capacity, the “Collateral Agent”), and that the Equity Interests
listed on Annex A to this Pledge Amendment shall be deemed to be part of the Equity Interests within the meaning of the
Security Agreement and shall become part of the Collateral and shall secure all of the Secured Obligations as provided in the Security
Agreement. The Pledgor hereby confirms that all representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.5 and 3.7
of the Security Agreement are true and correct with respect to the Equity Interests listed on Annex A to this Pledge Amendment.
This Pledge Amendment and its attachments are hereby incorporated into the Security Agreement and made a part thereof.


 


	 	 	 
	UNITED STATES ENRICHMENT CORPORATION
	 	 
	By:	 	
 


	 	 
	Title:	 	
 











 


 




    	 		 



    


    

 





Exhibit A to


Pledge and Security Agreement 







 


 


Annex A 


Equity Interests 


 


	 	 	 	 	 	 	 	 	 
	
        Name of Issuer
	 	Type of Interests	 	Certificate No.

(if applicable)	 	No. of

Shares/Units

(if applicable)	 	Percentage of

Outstanding

Interests in Issuer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






 


 




    	 		 



    


    

 





Exhibit B to


Pledge and Security Agreement 


To Be Completed When the


Deferred Interests Attach







 


SECURITY AGREEMENT


 


(COPYRIGHTS)


 


WHEREAS, [                    ],
a [                    ] (herein
referred to as “Grantor”), has adopted, used and is using the copyrights listed on Schedule I annexed
hereto, which copyrights are registered in the United States Copyright Office (the “Copyrights”);


 


WHEREAS, Grantor has entered into that certain
Pledge and Security Agreement dated as of February 14, 2017 (as amended, modified, restated or supplemented from time to time,
the “Security Agreement”; capitalized terms used herein but not otherwise defined herein have the meaning attributed
to them in the Security Agreement) between Grantor and [                    ],
as trustee and collateral agent (referred to herein as “Grantee”) for the benefit of the Secured Parties;


 


WHEREAS, Grantor is obligated to Grantee
for the payment and performance of the Secured Obligations; and


 


WHEREAS, pursuant to the Security Agreement,
Grantor has granted to Grantee, for the ratable benefit of the Secured Parties, a security interest in, and mortgage on, all right,
title and interest of Grantor in and to the Copyrights, all extensions, continuations, continuations-in-part, renewals and reissues
thereof, and all proceeds thereof, including, without limitation, any and all causes of action which may now or hereafter exist
by reason of infringement thereof (the “Collateral”), to secure the payment, performance and observance of the
Secured Obligations.


 


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, Grantor does hereby further assign unto Grantee and grant to Grantee, for the ratable
benefit of the Secured Parties a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance
and observance of the Secured Obligations.


 


Grantor does hereby further acknowledge
and affirm that the rights and remedies of Grantee with respect to the security interest in and mortgage on the Collateral made
and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.


 


IN WITNESS WHEREOF, Grantor has caused this
Assignment to be duly executed by its officer thereunto duly authorized as of the      day of             ,
20    .


 


 


	 	 	 	 	 
	[                                         ]
	 	 
	By:	 	
 


	 	 	Name:	 	 
	 	 	Title:	 	
         

         

         

         

         

         










    	 		 



    


    

SCHEDULE I TO SECURITY AGREEMENT (COPYRIGHTS)






 


 




    	 		 



    


    

 





Exhibit C to


Pledge and Security Agreement 


To Be Completed When the


Deferred Interests Attach







 


SECURITY AGREEMENT


 


(PATENTS)


 


WHEREAS, [                    ],
a [                    ] (herein
referred to as “Grantor”), is the owner and user of the patents issued by and/or patent applications filed with
the United States Patent and Trademark Office, as more particularly described on Schedule I annexed hereto (the “Patents”);


 


WHEREAS, Grantor has entered into that certain
Pledge and Security Agreement dated as of February 14, 2017 (as amended, modified, restated or supplemented from time to time,
the “Security Agreement”; capitalized terms used herein but not otherwise defined herein have the meaning attributed
to them in the Security Agreement) between Grantor and [                    ],
as trustee and collateral agent (referred to herein as “Grantee”) for the benefit of the Secured Parties;


 


WHEREAS, Grantor is obligated to Grantee
for the payment and performance of the Secured Obligations; and


 


WHEREAS, pursuant to the Security Agreement,
Grantor has granted to Grantee, for the ratable benefit of the Secured Parties, a security interest in, and mortgage on, all right,
title and interest of Grantor in and to the Patents, together with any reissue, continuation, continuation-in-part or extension
thereof, and all proceeds thereof, including, without limitation, any and all causes of action which may exist by reason of infringement
thereof for the full term of the Patents (the “Collateral”), to secure the prompt payment, performance and observance
of the Secured Obligations.


 


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, Grantor does hereby further grant to Grantee, for the ratable benefit of the Secured Parties,
a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance and observance of the Secured
Obligations.


 


Grantor does hereby further acknowledge
and affirm that the rights and remedies of Grantee with respect to the assignment of, security interest in and mortgage on the
Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.


 


 


 




    	 		 



    


    

IN WITNESS WHEREOF, Grantor has caused this
Assignment to be duly executed by its officer thereunto duly authorized as of the      day of             ,
20    .


 


	 	 	 	 	 
	[                                         ]
	 	 
	By:	 	
 


	 	 	Name:	 	 
	 	 	Title:	 	
         

         










    	 		 



    


    

SCHEDULE I TO SECURITY AGREEMENT (PATENTS)



ISSUED PATENTS 


 


	 	 	 	 	 
	
        Title
	 	
        Date Issued
	 	
        Patent No.

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


PENDING PATENT APPLICATIONS 


 


	 	 	 	 	 
	
        Title
	 	
        Serial Number
        / Filing Date

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







 


 




    	 		 



    


    

SECURITY AGREEMENT 


(TRADEMARKS) 


WHEREAS, [                    ],
a [                    ] (herein
referred to as “Grantor”), is the owner and user of the United States registered trademarks and/or trademark
applications listed on Schedule I annexed hereto (the “Trademarks”);


 


WHEREAS, Grantor has entered into that certain
Pledge and Security Agreement dated as of February 14, 2017 (as amended, modified, restated or supplemented from time to time,
the “Security Agreement”; capitalized terms used herein but not otherwise defined herein have the meaning attributed
to them in the Security Agreement) between Grantor and [                    ],
as trustee and collateral agent (referred to herein as “Grantee”) for the benefit of the Secured Parties;


 


WHEREAS, Grantor is obligated to Grantee
for the payment and performance of the Secured Obligations; and


 


WHEREAS, pursuant to the Security Agreement,
Grantor has granted to Grantee, for the ratable benefit of the Secured Parties, a security interest in, and mortgage on, all right,
title and interest of Grantor in and to the Trademarks, together with the goodwill of the business symbolized by the Trademarks
and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of
action which may exist by reason of infringement thereof (the “Collateral”), to secure the payment, performance
and observance of the Secured Obligations.


 


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, Grantor does hereby further grant to Grantee, for the ratable benefit of the Secured Parties,
a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance and observance of the Secured
Obligations.


 


Grantor does hereby further acknowledge
and affirm that the rights and remedies of Grantee with respect to the assignment of, security interest in and mortgage on the
Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.


 




    	 		 



    


    

 


 


IN WITNESS WHEREOF, Grantor has caused this
Assignment to be duly executed by its officer thereunto duly authorized as of the      day of             ,
20    .


 


 


	 	 	 	 	 
	[                                         ]
	 	 
	By:	 	
 


	 	 	Name:	 	 
	 	 	
        Title:

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         
	 	 







SCHEDULE I TO SECURITY AGREEMENT (TRADEMARKS)





    	 		 



    


    

REGISTERED TRADEMARKS AND TRADEMARK
APPLICATIONS 


 


	 	 	 	 	 
	
        Trademark
	 	
        Reg. Date.
        (if applicable)
	 	
        Reg. No./
        Serial No.

	 	 	 	 	 






 


 


 


 


 


 


 


 




    	 		 



    


    

 





TABLE OF CONTENTS 


 







 


	 	 	 
	 	 	Page


ANNEX A


 





[RESERVED]


 


ANNEX B


 





Location of Filing for UCC Financing Statements: Secretary of
State of the State of Delaware


 


ANNEX C


 





(i) Address of Chief Executive Office:


 


(ii) Address of each other Place of Business:


 


(iii) State of Incorporation: Delaware


 


(iv) Organizational I.D. Number:


 


(v) Address of each location where all original invoices,
ledgers, chattel paper, Instruments and other records or information evidencing or relating to the Collateral of Pledgor are maintained:


 


(vi) Address of each location at which any Inventory
or Equipment owned by Pledgor is kept or maintained, in each instance except for any new locations established in accordance with
the provisions of Section 4.2 and except for Inventory and Equipment which, in the ordinary course of business, is
in transit (A) from a supplier to Pledgor or to a location listed below, (B) between locations listed below, or (C) to
processors or a location listed below.


 


(vii) Except as may be otherwise noted below, all
locations identified in clause (vi) above are leased by the Pledgor or Pledgor has an agreement with the operator thereof
to hold Inventory or Equipment on behalf of Pledgor, including pending delivery to a customer:


 


(viii) Pledgor does not presently conduct business
under any prior or other corporate or company name or under any trade or fictitious names, except:




    	 		 



    


    

 





TABLE OF CONTENTS 


(continued)


 


	 	 	 
	 	 	Page


ANNEX D – [To be Completed When Lien on Deferred
Interests Attaches]


COPYRIGHTS AND COPYRIGHT APPLICATIONS



 


	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration Number 
	 	
        Country
	 	
        Issue or

        Filing
Date 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


ANNEX E – [To be Completed When Lien on Deferred
Interests Attaches]


PATENTS AND PATENT APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration
No. 
	 	
        Country
	 	
        Inventor
	 	
        Issue or

        Filing
Date 

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


ANNEX F – [To be Completed When Lien on Deferred
Interests Attaches]


TRADEMARKS AND APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Mark
	 	
        Application or

        Registration
No. 
	 	
        Country
	 	
        Issue or

        Filing
Date 

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    	 		 



    


    

 





TABLE OF CONTENTS 


(continued)


 







 


 


	 	 	 
	 	 	Page


ANNEX G – DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS



Deposit Accounts:


 


	 	 	 	 	 	 	 
	
        Financial
        Institution
	 	
        Address
	 	
        Account

        Number 
	 	
        Account

        Holder 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


Securities Accounts:


 


	 	 	 	 	 	 	 
	
        Financial
        Institution
	 	
        Address
	 	
        Account

        Number 
	 	
        Account

        Holder 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


ANNEX H – SPECIAL POWER OF ATTORNEY


 





ANNEX I – COPYRIGHTS ON THE DATE HEREOF 


 


COPYRIGHTS AND COPYRIGHT APPLICATIONS



 


	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration
Number 
	 	
        Country
	 	
        Issue or

        Filing
Date 

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




    	 		 



    


    

 


 





TABLE OF CONTENTS 


(continued)


 







 


	 	 	 
	 	 	Page


ANNEX J – PATENTS ON THE DATE HEREOF


PATENTS AND PATENT APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration
No. 
	 	
        Country
	 	
        Inventor
	 	
        Issue or

        Filing
Date 

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


ANNEX K – TRADEMARKS ON THE DATE HEREOF


TRADEMARKS AND APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Mark
	 	
        Application or

        Registration
No. 
	 	
        Country
	 	
        Issue or

        Filing
Date 

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


SCHEDULE I – IP EXCEPTIONS TO SECTION 3.7


 





SCHEDULE II – TAXES BEING CONTESTED PER SECTION 7.2(b)(iv)



 



    	 		 



    


    

 


TABLE OF CONTENTS 


(continued)



 







	ARTICLE I   DEFINITIONS	3
	1.1   Defined Terms	3
	1.2   Classified Information	7
	1.3   Other Terms	8
	ARTICLE II   CREATION OF SECURITY INTEREST	8
	2.1   Pledge and Grant of Security Interest	8
	2.2   Security for Secured Obligations	9
	2.3   Deferred Interests	9
	2.4   Inventory Account	11
	ARTICLE III   REPRESENTATIONS AND WARRANTIES	11
	3.1   Ownership of Collateral	11
	3.2   Security Interests; Filings	11
	3.3   Locations	12
	3.4   Authorization; Consent	12
	3.5   No Restrictions	12
	3.6   Equity Interests	12
	3.7   Intellectual Property	12
	3.8   Documents of Title	13
	3.9   Deposit Accounts and Securities Accounts	13
	ARTICLE IV   COVENANTS	13
	4.1   Use and Disposition of Collateral	13
	4.2   Change of Name, Locations, etc	13
	4.3   Records; Inspection	14
	4.4   Instruments	14
	4.5   Inventory and Equipment	14
	4.6   Taxes	14
	4.7   Insurance	14
	4.8   Intellectual Property	15
	4.9   Delivery of Collateral	16
	4.10   Protection of Security Interest	16
	4.11   Control of Investment Property, Deposit Accounts and Electronic Chattel Paper	16
	4.12   Supplements to Schedules and Annexes	17
	ARTICLE V   CERTAIN PROVISIONS RELATING TO EQUITY INTERESTS	18
	5.1   Ownership; After-Acquired Equity Interests	18
	5.2   Voting Rights	18
	5.3   Dividends and Other Distributions	18
	ARTICLE VI   REMEDIES	19
	6.1   Remedies	19
	6.2   Application of Proceeds	21
	6.3   Grant of License	21
	6.4   Private Sales	21
	6.5   Waivers	22
	ARTICLE VII   THE COLLATERAL AGENT	22
	7.1   The Collateral Agent; Standard of Care	22
	7.2   Further Assurances; Attorney-in-Fact	23
	ARTICLE VIII   MISCELLANEOUS	25
	8.1   Indemnity and Expenses	25
	8.2   No Waiver	25
	8.3   Pledgor’s Obligations Absolute	25
	8.4   Enforcement	26
	8.5   Amendments, Waivers, etc	26
	8.6   Continuing Security Interest; Term; Successors and Assigns; Assignment; Termination and Release; Survival	26
	8.7   Notices	27
	8.8   Applicable Law	27
	8.9   Severability	27
	8.10   Construction	27
	8.11   Counterparts	27
	8.12   Submission to Jurisdiction	27
	8.13   WAIVER OF JURY TRIAL	27
	8.14   Qualifications Regarding Pledgor Disclosures	28
	8.15   Certain Regulatory Restrictions	28
	8.16   Intercreditor Agreements	28
	8.17   No Recourse to the United States	28


 





Exhibit A – Pledge Amendment


 


Exhibit B – Security Agreement (Copyrights)


 


Exhibit C – Security Agreement (Patents)


 


Exhibit D – Security Agreement (Trademarks)


 


Annex A – [Reserved]


 


Annex B – Filing Locations


 


Annex C – Pledgor Information


 


Annex D – Copyrights as of Deferred Interest date


 


Annex E – Patents as of Deferred Interest date


 


Annex F – Trademarks as of Deferred Interest date


 


Annex G – Deposit and Securities Accounts


 


Annex H – Special Power of Attorney


 


Schedule I – IP Exceptions to Section 3.7


 


Schedule II – Taxes being contested per Section 7.2(b)(iv)


 







 


 








    	 		 



    









Exhibit I


 


 


 


[FORM OF]


 


PARI PASSU LIEN INTERCREDITOR AGREEMENT


 


among


 


UNITED STATES ENRICHMENT CORPORATION, as
the Grantor


 


DELAWARE TRUST COMPANY,


 


as Collateral Agent and Authorized Representative
for the Existing Notes Secured Parties


 


and


 


DELAWARE TRUST COMPANY,


 


as Collateral Agent and Authorized Representative
for the New Notes Secured Parties


 


dated as of February 14, 2017


 


 




     


     


    

PARI PASSU LIEN INTERCREDITOR AGREEMENT,
dated as of February 14, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time
to time, this “Agreement”), among UNITED STATES ENRICHMENT CORPORATION, a Delaware corporation (the “Grantor”),
a wholly owned subsidiary of Centrus Energy Corp., a Delaware corporation (the “Issuer”), Delaware Trust Company,
a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware (“Delaware
Trust Company”), as trustee under the Existing Notes Indenture (in such capacity and together with its successors and
assigns in such capacity, the “Existing Notes Authorized Representative”) and as collateral agent for the Existing
Notes Secured Parties under the Existing Notes Secured Documents (in such capacity and together with its successors and assigns
in such capacity, the “Existing Notes Collateral Agent”), Delaware Trust Company, as trustee under the New Notes
Indenture (in such capacity and together with its successors and assigns in such capacity, the “New Notes Authorized Representative”)
and as collateral agent for the New Notes Secured Parties under the New Notes Secured Documents (in such capacity and together
with its successors and assigns in such capacity, the “New Notes Collateral Agent”).


 


In consideration of the mutual agreements
herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Existing
Notes Collateral Agent and the Existing Notes Authorized Representative (in each case, for itself and on behalf of the Existing
Notes Secured Parties) and the New Notes Authorized Representative and the New Notes Collateral Agent (in each case, for itself
and on behalf of the New Notes Secured Parties) agree as follows:


 


ARTICLE
I



Definitions


 


Certain Defined Terms.
Capitalized terms used but not otherwise defined herein have the meanings set forth in the New York UCC if defined therein. As
used in this Agreement, the following terms have the meanings specified below:


 


“Agreement” has the meaning
assigned to such term in the introductory paragraph hereof.


 


“Applicable Authorized Representative”
means with respect to any Shared Collateral, (i) at any time that the New Notes Collateral Agent is the Controlling Collateral
Agent, the Authorized Representative of the New Notes Obligations and (ii) at any time that the Existing Notes Collateral Agent
is the Controlling Collateral Agent, the Authorized Representative of the Existing Notes Obligations.


 


“Authorized Representative”
means, at any time, (i) in the case of any Existing Notes Obligations or the Existing Notes Secured Parties, the Existing Notes
Authorized Representative and (ii) in the case of any New Notes Obligations or the New Notes Secured Parties, the New Notes Authorized
Representative.


 


“Bankruptcy Case” has
the meaning assigned to such term in Section 2.05(b).


 


“Bankruptcy Code” means
Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.


 


“Bankruptcy Law” means
the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


“Business
Day” means any day other than a Legal Holiday.


 




     


     


    

“Collateral” means all
assets and properties subject to Liens created pursuant to any Pari Passu-Lien Security Document to secure one or more Series of
Pari Passu-Lien Obligations.


 


“Collateral Agent” means
(i) in the case of any Existing Notes Obligations, the Existing Notes Collateral Agent and (ii) in the case of the New Notes Obligations,
the New Notes Collateral Agent.


 


“Controlling Collateral Agent”
means, with respect to any Shared Collateral, (i) at any time when the Existing Notes Obligations represent more than fifty percent
(50%) of the total outstanding Pari-Passu Lien Obligations, the Existing Notes Collateral Agent and (ii) at any other time, the
New Notes Collateral Agent.


 


“Controlling Secured Parties”
means, with respect to any Shared Collateral, (i) at any time when the Existing Notes Collateral Agent is the Controlling Collateral
Agent with respect to such Shared Collateral, the Existing Notes Secured Parties and (ii) at any other time, the New Notes Secured
Parties.


 


“DIP Financing” has the
meaning assigned to such term in Section 2.05(b).


 


“DIP Financing Liens”
has the meaning assigned to such term in Section 2.05(b).


 


“DIP Lenders” has the
meaning assigned to such term in Section 2.05(b).


 


“Discharge” means, with
respect to any Shared Collateral and any Series of Pari Passu-Lien Obligations, the date on which such Series of Pari Passu-Lien
Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning.


 


“Discharge of Pari Passu-Lien Obligations”
means, with respect to any Shared Collateral, the Discharge of the Pari Passu-Lien Obligations with respect to such Shared Collateral;
provided that the Discharge of Pari Passu-Lien Obligations shall not be deemed to have occurred in connection with a Refinancing
of such Pari Passu-Lien Obligations with additional Pari Passu-Lien Obligations secured by such Shared Collateral under a Secured
Note Document which has been designated in writing by the Authorized Representative (under the Secured Note Documents so Refinanced)
or the Issuer to the Collateral Agents and each other Authorized Representative as a Secured Note Document with respect to a particular
Series of Pari Passu-Lien Obligations for purposes of this Agreement.


 


“Event of Default” means
an “Event of Default” (or similarly defined term) as defined in any Secured Note Document.


 


“Existing Notes Authorized Representative”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Existing Notes Collateral Agent”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Existing Notes Documents”
means, with respect to the Existing Notes Obligations, the loan agreements, credit agreements, notes, indentures, security documents
and other operative agreements evidencing or governing such indebtedness and liens securing such indebtedness, including the Existing
Notes Indenture and the Existing Notes Security Documents and each other agreement entered into for the purpose of securing the
Existing Notes Obligations.


 


“Existing Notes Indenture”
means that certain Indenture, dated as of September 30, 2014, among the Grantor, the Issuer, the Existing Notes Authorized Representative
and the Existing Notes Collateral


 




    	 	2	 



     


    

Agent, as amended, restated, amended and restated, extended,
supplemented or otherwise modified from time to time, and as Refinanced in whole in a manner not constituting a Discharge of Pari
Passu-Lien Obligations.


 


“Existing Notes Obligations”
means all Secured Obligations as defined in the Existing Notes Indenture.


 


“Existing Notes Pledge and Security
Agreement” means that certain Pledge and Security Agreement dated as of September 30, 2014 (as amended, modified, supplemented
or restated from time to time) by the Grantor, as pledgor, in favor of the Existing Notes Authorized Representative and Existing
Notes Collateral Agent.


 


“Existing Notes Secured Parties”
means the “Secured Parties” as defined in the Existing Notes Pledge and Security Agreement.


 


“Existing Notes Security Documents”
means the Existing Notes Pledge and Security Agreement, the other Security Documents (as defined in the Existing Notes Indenture)
and each other agreement entered into in favor of the Existing Notes Collateral Agent for the purpose of securing any Existing
Note Obligations.


 


“Impairment” has the
meaning assigned to such term in Section 1.03.


 


“Insolvency or Liquidation Proceeding”
means:


 


(1)       any
case commenced by or against the Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization
or adjustment or marshalling of the assets or liabilities of the Grantor, any receivership or assignment for the benefit of creditors
relating to the Grantor or any similar case or proceeding relative to the Grantor or its creditors, as such, in each case whether
or not voluntary;


 


(2)       any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Grantor, in each case
whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(3)       any
other proceeding of any type or nature in which substantially all claims of creditors of the Grantor are determined and any payment
or distribution is or may be made on account of such claims.


 


“Intervening Creditor”
has the meaning assigned to such term in Section 2.01(a).


 


“Issuer” has the meaning
assigned to such term in the introductory paragraph of this Agreement.


 


“Legal Holiday” means
a Saturday, a Sunday or a day on which banking institutions in the City of New York, the city in which the Corporate Trust Office
(as defined in each of Secured Notes Documents) of any Authorized Representative is located or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date in a place of payment is a Legal Holiday, payment shall
be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period.


 


“Liens” means any mortgage,
lien, pledge, charge, security interest or encumbrance of any kind, regardless of whether filed, recorded or otherwise perfected
under applicable law (including any


 




    	 	3	 



     


    

conditional sale or other title retention agreement, any lease
in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give
any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).


 


“Joinder Agreement” means
a joinder to this Agreement in the form of Annex I hereto.


 


“New Notes Authorized Representative”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“New Notes Collateral Agent”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“New Notes Documents”
means, with respect to the New Notes Obligations, the loan agreements, credit agreements, notes, indentures, security documents
and other operative agreements evidencing or governing such indebtedness and liens securing such indebtedness, including the New
Notes Indenture and the New Notes Security Documents and each other agreement entered into for the purpose of securing the New
Notes Obligations.


 


“New Notes Indenture”
means that certain Indenture, dated as of February 14, 2017, among the Grantor, the Issuer, the New Notes Authorized Representative,
and the New Notes Collateral Agent, as amended, restated, amended and restated, extended, supplemented or otherwise modified from
time to time, and as Refinanced in whole or in part in a manner not constituting a Discharge of Pari Passu-Lien Obligations.


 


“New Notes Obligations”
means all Secured Obligations as defined in the New Notes Indenture.


 


“New Notes Pledge and Security
Agreement” means that certain Pledge and Security Agreement dated as of February 14, 2017 (as amended, modified, supplemented
or restated from time to time) by United States Enrichment Corporation, as pledgor, in favor of New Notes Authorized Representative
and New Notes Collateral Agent.


 


“New Notes Security Documents”
means the New Notes Pledge and Security Agreement, the other Security Documents (as defined in the New Notes Indenture) and each
other agreement entered into in favor of the New Notes Collateral Agent for the purpose of securing any New Note Obligations.


 


“New York UCC” means
the Uniform Commercial Code as from time to time in effect in the State of New York.


 


“Non-Controlling Authorized Representative”
means, at any time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative
at such time with respect to such Shared Collateral.


 


“Non-Controlling Secured Parties”
means, with respect to any Shared Collateral, the Pari Passu-Lien Secured Parties which are not Controlling Secured Parties with
respect to such Shared Collateral.


 


“Pari Passu-Lien Obligations”
means, collectively, (i) the Existing Notes Obligations and (ii) the New Notes Obligations.


 


“Pari Passu-Lien Secured Parties”
means (i) the Existing Notes Secured Parties and (ii) the New Notes Secured Parties.


 




    	 	4	 



     


    

“Pari Passu-Lien Security Documents”
means, collectively, (i) the Existing Notes Security Documents and (ii) the New Notes Security Documents.


 


“Person” means any individual,
corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof, or any other entity.


 


“Possessory Collateral”
means any Shared Collateral in the possession of a Collateral Agent (or its agents or bailees), to the extent that possession thereof
perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without limitation,
any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession
of the Collateral Agent under the terms of the Pari Passu-Lien Security Documents.


 


“Proceeds” has the meaning
assigned to such term in Section 2.01(a).


 


“Refinance” means, in
respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund, replace
or repay, or to issue other indebtedness or enter alternative financing arrangements, in exchange or replacement for such indebtedness
(in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including
in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including,
in each case, through any loan agreement, credit agreement, indenture or other agreement. “Refinanced” and “Refinancing”
have correlative meanings.


 


“Secured Note Document”
means (i) the Existing Notes Documents and (ii) the New Notes Documents.


 


“Securities or Deposit Account
Control Collateral” means any Shared Collateral under the “control” of a Collateral Agent (or its agents
or bailees), to the extent that such control thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction.
Securities or Deposit Account Control Collateral includes, without limitation, any uncertificated securities or deposit account
under the control of a Collateral Agent under the terms of the Pari Passu-Lien Security Documents.


 


“Series” means (a) with
respect to the Pari Passu-Lien Secured Parties, each of (i) the Existing Notes Secured Parties (in their capacities as such) and
(ii) the New Notes Secured Parties (in their capacities as such) and (b) with respect to any Pari Passu-Lien Obligations, each
of (i) the Existing Notes Obligations and (ii) the New Notes Obligations.


 


“Shared Collateral” means,
at any time, Collateral in which the holders of Existing Notes Obligations and the holders of the New Notes Obligations hold a
valid and perfected security interest at such time.


 


Terms Generally.
The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context
may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation
herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time
amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s
successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to
such subsidiaries, (iii) the words “herein”,


 




    	 	5	 



     


    

“hereof” 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, (iv)
all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement,
(v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights and (vi) the term “or” is not exclusive.


 


Impairments.
It is the intention of the Pari Passu-Lien Secured Parties of each Series that the holders of Pari Passu-Lien Obligations of such
Series (and not the Pari Passu-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of
competent jurisdiction that (x) any of the Pari Passu-Lien Obligations of such Series are unenforceable under applicable law or
are subordinated to any other obligations (other than another Series of Pari Passu-Lien Obligations), (y) any of the Pari Passu-Lien
Obligations of such Series do not have an enforceable security interest in any of the Collateral securing any other Series of
Pari Passu-Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another
Series of Pari Passu-Lien Obligations) on a basis ranking prior to the security interest of such Series of Pari Passu-Lien Obligations
but junior to the security interest of any other Series of Pari Passu-Lien Obligations or (ii) the existence of any Collateral
for any other Series of Pari Passu-Lien Obligations that is not Shared Collateral for such Series (any such condition referred
to in the foregoing clauses (i) or (ii) with respect to any Series of Pari Passu-Lien Obligations, an “Impairment”
of such Series); provided that the existence of a maximum claim with respect to any real property subject to a mortgage
that applies to all Pari Passu-Lien Obligations shall not be deemed to be an Impairment of any Series of Pari Passu-Lien Obligations.
In the event of any Impairment with respect to any Series of Pari Passu-Lien Obligations, the results of such Impairment shall
be borne solely by the holders of such Series of Pari Passu-Lien Obligations, and the rights of the holders of such Series of
Pari Passu-Lien Obligations (including, without limitation, the right to receive distributions in respect of such Series of Pari
Passu-Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the
effects of such Impairment are borne solely by the holders of the Series of such Pari Passu-Lien Obligations subject to such Impairment.
Additionally, in the event the Pari Passu-Lien Obligations of any Series are modified pursuant to applicable law (including, without
limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such Pari Passu-Lien Obligations or the Pari Passu-Lien
Security Documents governing such Pari Passu-Lien Obligations shall refer to such obligations or such documents as so modified.


 


Section 1.04Termination of Pari Passu
Treatment. Notwithstanding anything herein to the contrary, upon any termination of the guaranty of the Existing Notes by the
Grantor in connection with a Termination Event (as defined in the Existing Notes Indenture as of the date hereof), (i) equal priority
treatment of the Liens securing the Existing Notes Obligations and the New Notes Obligations as provided herein shall cease, (ii)
the Existing Notes Obligations shall no longer constitute Pari Passu-Lien Obligations, (iii) all Possessory Collateral in the possession
of any Existing Notes Secured Party shall be promptly turned over to the New Notes Collateral Agent, (iv) the Collateral securing
the guaranty of the Existing Notes by the Grantor shall no longer constitute Shared Collateral, and (iv) the Existing Notes Secured
Parties shall no longer have any rights under this Agreement.


 


ARTICLE
II

Priorities and Agreements with Respect to Shared Collateral


 


Priority of Claims.


 


(a)       Anything
contained herein or in any of the Secured Note Documents to the contrary notwithstanding (but subject to Section 1.03),
if an Event of Default has occurred and is continuing, and the Controlling Collateral Agent or any Pari Passu-Lien Secured Party
is taking action to enforce rights in


 




    	 	6	 



     


    

respect of any Shared Collateral, or any distribution is made
in respect of any Shared Collateral in any Bankruptcy Case of the Grantor or any Pari Passu-Lien Secured Party receives any payment
pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any
sale, collection or other liquidation of any such Shared Collateral by any Pari Passu-Lien Secured Party or received by the Controlling
Collateral Agent or any Pari Passu-Lien Secured Party pursuant to any such intercreditor agreement with respect to such Shared
Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following)
to which the Pari Passu-Lien Obligations are entitled under any intercreditor agreement (other than this Agreement) (all proceeds
of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively
referred to as “Proceeds”), shall be applied (i) FIRST, to the payment of all amounts owing to each Collateral
Agent (in its capacity as such) pursuant to the terms of any Secured Note Document, (ii) SECOND, subject to Section 1.03, to the
payment in full of the Pari Passu-Lien Obligations of each Series on a ratable basis, with such Proceeds to be applied to the Pari
Passu-Lien Obligations of a given Series in accordance with the terms of the applicable Secured Note Documents and (iii) THIRD,
after payment of all Pari Passu-Lien Obligations, to the Grantor or its successors or assigns, as their interests may appear, or
to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Notwithstanding
the foregoing, with respect to any Shared Collateral for which a third party (other than a Pari Passu-Lien Secured Party) has a
lien or security interest that is junior in priority to the security interest of any Series of Pari Passu-Lien Obligations but
senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series
of Pari Passu-Lien Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral
or Proceeds allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds
to be distributed in respect of the Series of Pari Passu-Lien Obligations with respect to which such Impairment exists.


 


(b)       It
is acknowledged that the Pari Passu-Lien Obligations of any Series may, subject to the limitations set forth in the then extant
Secured Note Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced
or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or
the provisions of this Agreement defining the relative rights of the Pari Passu-Lien Secured Parties of any Series.


 


(c)       Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Pari Passu-Lien
Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction,
or any other applicable law or the Secured Note Documents or any defect or deficiencies in the Liens securing the Pari Passu-Lien
Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.03), each Pari Passu-Lien
Secured Party hereby agrees that the Liens securing each Series of Pari Passu-Lien Obligations on any Shared Collateral shall be
of equal priority.


 


Actions with Respect to Shared Collateral;
Prohibition on Contesting Liens.


 


(a)       Only
the Controlling Collateral Agent shall act or refrain from acting with respect to any Shared Collateral (including with respect
to any intercreditor agreement with respect to any Shared Collateral). No Non-Controlling Secured Party shall or shall instruct
any Collateral Agent to, and no Non-Controlling Collateral Agent shall, commence any judicial or nonjudicial foreclosure proceedings
with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to
take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest
in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any
intercreditor agreement with respect to any Shared Collateral), whether under any Pari Passu-Lien Security Document, applicable
law or


 




    	 	7	 



     


    

otherwise, it being agreed that only the Controlling Collateral
Agent, acting in accordance with the Pari Passu-Lien Security Documents, shall be entitled to take any such actions or exercise
any such remedies with respect to Shared Collateral at such time.


 


(b)       With
respect to any Shared Collateral, (i) the Controlling Collateral Agent shall act only on the instructions of the Applicable Authorized
Representative, (ii) the Controlling Collateral Agent shall not follow any instructions with respect to such Shared Collateral
(including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized
Representative (or any other Pari Passu-Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling
Authorized Representative or other Pari Passu-Lien Secured Party (other than the Applicable Authorized Representative) shall or
shall instruct the Controlling Collateral Agent to, commence any judicial or non-judicial foreclosure proceedings with respect
to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession
of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize
upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor
agreement with respect to any Shared Collateral), whether under any Pari Passu-Lien Security Document, applicable law or otherwise,
it being agreed that only the Controlling Collateral Agent, acting on the instructions of the Applicable Authorized Representative
and in accordance with the Pari Passu-Lien Security Documents applicable to it, shall be entitled to take any such actions or exercise
any such remedies with respect to such Shared Collateral.


 


(c)       Notwithstanding
the equal priority of the Liens securing each Series of Pari Passu-Lien Obligations with respect to any Shared Collateral, the
Controlling Collateral Agent with respect thereto (acting on the instructions of the Applicable Authorized Representative) may
deal with such Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling
Authorized Representative or Non-Controlling Secured Party in respect of any Shared Collateral will contest, protest or object
to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or
any Controlling Secured Party or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative
or a Controlling Secured Party of any rights and remedies relating to such Shared Collateral, or cause the Controlling Collateral
Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any Pari Passu-Lien Secured Party, the
Controlling Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Shared Collateral.


 


(d)       Each
of the Pari Passu-Lien Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support
any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority,
validity, attachment or enforceability of a Lien held by or on behalf of any of the Pari Passu-Lien Secured Parties in all or any
part of the Shared Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed
to prevent or impair the rights of any Collateral Agent or any Authorized Representative to enforce this Agreement.


 


No Interference; Payment Over.


 


(a)       Each
Pari Passu-Lien Secured Party agrees that (i) it will not challenge or question or support any other Person or entity in any proceeding
the validity or enforceability of any Pari Passu-Lien Obligations of any Series or any Pari Passu-Lien Security Document or the
validity, attachment, perfection or priority of any Lien under any Pari Passu-Lien Security Document or the validity or enforceability
of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be
taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial
proceedings or otherwise, any sale, transfer or other


 




    	 	8	 



     


    

disposition of any Shared Collateral by the Controlling Collateral
Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or
any other Pari Passu-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared
Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent
or any other Pari Passu-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not
institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral
Agent or any other Pari Passu-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions
or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative
or any other Pari Passu-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral
Agent, such Applicable Authorized Representative or other Pari Passu-Lien Secured Party with respect to any Shared Collateral in
accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral
or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral, and (vi) it will not attempt,
directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this
Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral
Agent or any other Pari Passu-Lien Secured Party to enforce this Agreement.


 


(b)       Each
Pari Passu-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds
or payment in respect of any such Shared Collateral, pursuant to any Pari Passu-Lien Security Document by the exercise of any rights
available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including
pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the Pari Passu-Lien Obligations, then it
shall hold such Shared Collateral, proceeds or payment in trust for the other Pari Passu-Lien Secured Parties and promptly transfer
such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance
with the provisions of Section 2.01 hereof.


 


Automatic Release of Liens.


 


(a)       If,
at any time the Controlling Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting
in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens
in favor of each other Collateral Agent for the benefit of each Series of Pari Passu-Lien Secured Parties upon such Shared Collateral
will automatically be released and discharged as and when, but only to the extent, such Liens of the Controlling Collateral Agent
on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom
shall be allocated and applied pursuant to Section 2.01.


 


(b)       Each
Collateral Agent and Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantor) all
such authorizations and other instruments as shall reasonably be requested by the Controlling Collateral Agent to evidence and
confirm any release of Shared Collateral provided for in this Section.


 


Certain Agreements with Respect to Bankruptcy
or Insolvency Proceedings.


 


(a)       This
Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code
or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against either Borrower or any
of their respective Subsidiaries.


 




    	 	9	 



     


    

(b)       If
the Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor-in-possession,
move for approval of financing (the “DIP Financing”) to be provided by one or more lenders (the “DIP
Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law or the use
of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each Pari
Passu-Lien Secured Party (other than any Controlling Secured Party or the Authorized Representative of any Controlling Secured
Party) agrees that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same
(“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Controlling
Collateral Agent (acting on the instructions of the Applicable Authorized Representative) shall then oppose or object to such DIP
Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior
to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party
will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties
(other than any Liens of any Pari Passu-Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii)
to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the
Pari Passu-Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities
with respect to such Shared Collateral as set forth herein), in each case so long as (A) the Pari Passu-Lien Secured Parties of
each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof
arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Pari Passu-Lien Secured
Parties (other than any Liens of the Pari Passu-Lien Secured Parties constituting DIP Financing Liens) as existed prior to the
commencement of the Bankruptcy Case, (B) the Pari Passu-Lien Secured Parties of each Series are granted Liens on any additional
collateral pledged to any Pari Passu-Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing
or use of cash collateral (in each case, except to the extent a Lien on additional collateral is granted to one Series in consideration
of Collateral of such Series that is not Shared Collateral for a Series that does not receive a Lien on such additional collateral),
with the same priority vis-à-vis the Pari Passu-Lien Secured Parties as set forth in this Agreement, (C) if any amount of
such DIP Financing or cash collateral is applied to repay any of the Pari Passu-Lien Obligations, such amount is applied pursuant
to Section 2.01 (in each case, except to the extent a payment is made to one Series in consideration of Collateral of such
Series that is not Shared Collateral for a Series that does not receive such payment), and (D) if any Pari Passu-Lien Secured Parties
are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash
collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01 (in each case, except to the extent
such adequate protection is granted to one Series in consideration of Collateral of such Series that is not Shared Collateral for
a Series that does not receive such adequate protection); provided that the Pari Passu-Lien Secured Parties of each Series
shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of
the Pari Passu-Lien Secured Parties of such Series or its Authorized Representative that shall not constitute Shared Collateral;
and provided further that the Pari Passu-Lien Secured Parties receiving adequate protection shall not object to any other
Pari Passu-Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such Pari Passu-Lien
Secured Parties in connection with a DIP Financing or use of cash collateral.


 


Reinstatement.
In the event that any of the Pari Passu-Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently,
for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar
law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this
Article II shall be fully applicable thereto until all such Pari Passu-Lien Obligations shall again have been paid in full in cash.


 




    	 	10	 



     


    

Insurance.
As between the Pari Passu-Lien Secured Parties, the Controlling Collateral Agent shall have the right to adjust or settle any insurance
policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted
in any condemnation or similar proceeding affecting the Shared Collateral.


 


Refinancings.
The Pari Passu-Lien Obligations of any Series may be Refinanced, in whole or in part, in each case, without notice to, or the consent
(except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Note Document) of
any Pari Passu-Lien Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions
hereof; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed
a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.


 


Possessory Collateral Agent and Securities
or Deposit Account Control Collateral Agent as Gratuitous Bailee for Perfection.


 


(a)       Each
Collateral Agent agrees to hold all Possessory Collateral or Securities or Deposit Account Control Collateral that is in its possession
or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other Pari Passu-Lien
Secured Party for which such Possessory Collateral or Securities or Deposit Account Control Collateral is Shared Collateral and
any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral or Securities or
Deposit Account Control Collateral, if any, pursuant to the applicable Pari Passu-Lien Security Documents, in each case, subject
to the terms and conditions of this Section 2.09; provided that at any time a Collateral Agent ceases to be a Collateral
Agent, such former Collateral Agent shall, at the request of the Controlling Collateral Agent, promptly deliver all Possessory
Collateral to the Controlling Collateral Agent together with any necessary endorsements (or otherwise allow the Controlling Collateral
Agent to obtain control of such Possessory Collateral). The Grantor shall take such further action as is required to effectuate
the transfer contemplated hereby and shall indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent
as a result of such transfer except for loss or damage suffered by such Collateral Agent as a result of its own willful misconduct,
gross negligence or bad faith.


 


(b)       Each
Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral or any Securities or Deposit Account Control
Collateral, from time to time in its possession, as gratuitous bailee for the benefit of each other Pari Passu-Lien Secured Party
and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral or such Securities
or Deposit Account Control Collateral as applicable, if any, pursuant to the applicable Pari Passu-Lien Security Documents, in
each case, subject to the terms and conditions of this Section 2.09.


 


(c)       The
duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared
Collateral constituting Possessory Collateral or Securities or Deposit Account Control Collateral as gratuitous bailee for the
benefit of each other Pari Passu-Lien Secured Party for purposes of perfecting the Lien held by such Pari Passu-Lien Secured Parties
thereon.


 


Amendments to Security Documents.


 


(a)       Without
the prior written consent of the New Notes Collateral Agent, each Existing Notes Secured Party agrees that no Existing Notes Security
Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification,
or the terms of any new Existing Notes Security Document would be prohibited by, or would require the Grantor to act or refrain
from acting in a manner that would violate, any of the terms of this Agreement.


 




    	 	11	 



     


    

(b)       Without
the prior written consent of the Existing Notes Collateral Agent, the New Notes Collateral Agent agrees that no New Notes Security
Document may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification,
or the terms of any new New Notes Security Document would be prohibited by, or would require the Grantor to act or refrain from
acting in a manner that would violate, any of the terms of this Agreement.


 


(c)       In
making determinations required by this Section 2.10, each Collateral Agent may conclusively rely on a certificate of an
authorized officer of the Grantor.


 


ARTICLE
III

Existence and Amounts of Liens and Obligations 


 


Determinations with Respect to Amounts
of Liens and Obligations.


 


Whenever a Collateral Agent or any Authorized
Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder,
to determine the existence or amount of any Pari Passu-Lien Obligations of any Series, or the Shared Collateral subject to any
Lien securing the Pari Passu-Lien Obligations of any Series, it may request that such information be furnished to it in writing
by each other Authorized Representative or Collateral Agent and shall be entitled to make such determination or not make any determination
on the basis of the information so furnished; provided, however, that if an Authorized Representative or a Collateral
Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent or Authorized
Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment,
determine, including by reliance upon a certificate of Issuer. Each Collateral Agent and each Authorized Representative may rely
conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of
the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to Issuer, the
Grantor, any Pari Passu-Lien Secured Party or any other person as a result of such determination.


 


ARTICLE
IV

The Controlling Collateral Agent 


 


Authority.


 


(a)       Notwithstanding
any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Controlling
Collateral Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct any Controlling
Collateral Agent, except that each Controlling Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral
in accordance with Section 2.01 hereof.


 


(b)       In
furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and agrees that the Controlling Collateral Agent
shall be entitled, for the benefit of the Pari Passu-Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with
any Shared Collateral as provided herein and in the Pari Passu-Lien Security Documents, as applicable, pursuant to which the Controlling
Collateral Agent is the collateral agent for such Shared Collateral, without regard to any rights to which the Non-Controlling
Secured Parties would otherwise be entitled as a result of the Pari Passu-Lien Obligations held by such Non-Controlling Secured
Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Controlling Collateral Agent,
the Applicable Authorized Representative or any other Pari Passu-Lien Secured Party shall have any duty or obligation first to
marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the Pari Passu-Lien Obligations),
or to sell, dispose of or otherwise liquidate all or any portion of such Shared


 




    	 	12	 



     


    

Collateral (or any other Collateral securing any Pari Passu-Lien
Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order
and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the
Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the Pari Passu-Lien Secured Parties
waives any claim it may now or hereafter have against any Collateral Agent or the Authorized Representative of any other Series
of Pari Passu-Lien Obligations or any other Pari Passu-Lien Secured Party of any other Series arising out of (i) any actions which
any Collateral Agent, Authorized Representative or the Pari Passu-Lien Secured Parties take or omit to take (including, actions
with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon,
sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection
of any claim for all or any part of the Pari Passu-Lien Obligations from any account debtor, guarantor or any other party) in accordance
with the Pari Passu-Lien Security Documents or any other agreement related thereto or to the collection of the Pari Passu-Lien
Obligations or the valuation, use, protection or release of any security for the Pari Passu-Lien Obligations, (ii) any election
by any Applicable Authorized Representative or any holders of Pari Passu-Lien Obligations, in any proceeding instituted under the
Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any borrowing
by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent
provision of any other Bankruptcy Law, by Issuer, the Grantor or any of their respective Subsidiaries, as debtor-in-possession.
Notwithstanding any other provision of this Agreement, the Controlling Collateral Agent shall not accept any Shared Collateral
in full or partial satisfaction of any Pari Passu-Lien Obligations pursuant to Section 9-620 of the Uniform Commercial Code of
any jurisdiction, without the consent of each Authorized Representative representing holders of Pari Passu-Lien Obligations for
whom such Collateral constitutes Shared Collateral.


 


ARTICLE
V

Miscellaneous 


 


Notices.
All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows:


 


(a)       if
to the Existing Notes Collateral Agent or the Existing Notes Authorized Representative , to it at:


 


Delaware Trust Company

2711 Centerville Road, Suite 220

Wilmington, Delaware 19808

Attention: Corporate Trust Administration

Facsimile No.: 302-636-8666

Email: trust@delawaretrust.com


 


With a copy to counsel:


 


Mark R. Somerstein, Esq

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 100 36-8704

Email: mark.somerstein@ropesgray.com


 




    	 	13	 



     


    

(b)       if
to the New Notes Collateral Agent or the New Notes Authorized Representative, to it at:


 


Delaware Trust Company

2711 Centerville Road, Suite 220

Wilmington, Delaware 19808

Attention: Corporate Trust Administration

Facsimile No.: 302-636-8666

Email: trust@delawaretrust.com


 


With a copy to counsel:


 


Mark R. Somerstein, Esq

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 100 36-8704

Email: mark.somerstein@ropesgray.com


 


(c)       Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall
be deemed to have been given on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other cases)
if delivered by hand or overnight courier service or sent by telecopy or on the date three Business Days after dispatch by certified
or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section
5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01.
As agreed to in writing among each Collateral Agent and each Authorized Representative from time to time, notices and other communications
may also be delivered by e-mail to the e-mail address of a representative of the applicable Person provided from time to time by
such Person.


 


Waivers; Amendment; Joinder Agreements.


 


(a)       No
failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies
of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the
same shall be permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party to any other
or further notice or demand in similar or other circumstances.


 


(b)       Neither
this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement)
except pursuant to an agreement or agreements in writing entered into by each Authorized Representative and each Collateral Agent
(and with respect to any such termination, waiver, amendment or modification which by the terms of this Agreement requires the
Grantor’s consent or which increases the obligations or reduces the rights of the Grantor, with the consent of the Grantor).


 




    	 	14	 



     


    

(c)       Notwithstanding
the foregoing, without the consent of any Pari Passu-Lien Secured Party, any Authorized Representative may become a party hereto
by execution and delivery of a Joinder Agreement in accordance with Section 2.08 and upon such execution and delivery, such
Authorized Representative and the Pari Passu-Lien Secured Parties and Pari Passu-Lien Obligations of the Series for which such
Authorized Representative is acting shall be subject to the terms hereof and the terms of the Pari Passu-Lien Security Documents
applicable thereto.


 


(d)       Notwithstanding
the foregoing, in connection with any Refinancing of Pari Passu-Lien Obligations of any Series, the Collateral Agents and
the Authorized Representatives then party hereto shall enter (and are hereby authorized to enter without the consent of any other
Pari Passu-Lien Secured Party or the Grantor), at the request of any Collateral Agent, any Authorized Representative or the Issuer,
into such amendments or modifications of this Agreement as are reasonably necessary to reflect such Refinancing and are reasonably
satisfactory to each such Collateral Agent and each such Authorized Representative, provided that any Collateral Agent or
Authorized Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate
from an authorized officer of the Issuer to the effect that such Refinancing is permitted by the then existing Secured Note Documents.


 


Parties in Interest.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns,
as well as the other Pari Passu-Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries
of, this Agreement.


 


Survival of Agreement.
All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.


 


Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all
of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature
page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart
hereof.


 


Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Submission to Jurisdiction Waivers;
Consent to Service of Process.


 


Each Collateral Agent and each Authorized
Representative, on behalf of itself and the Pari Passu-Lien Secured Parties of the Series for whom it is acting, irrevocably and
unconditionally:


 


(a)       submits
for itself and its property in any legal action or proceeding relating to this Agreement and the Pari Passu-Lien Security Documents,
or for recognition and enforcement of


 




    	 	15	 



     


    

any judgment in respect thereof, to the exclusive
jurisdiction of the courts the State of New York located in the Borough of Manhattan, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof;


 


(b)       consents
that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;


 


(c)       agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address
set forth in Section 5.01;


 


(d)       agrees
that nothing herein shall affect the right of any other party hereto (or any Pari Passu-Lien Secured Party) to effect service of
process in any other manner permitted by law or shall limit the right of any party hereto (or any Pari Passu-Lien Secured Party)
to sue in any other jurisdiction; and


 


(e)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 5.08 any special, exemplary, punitive or consequential damages.


 


WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR FOR ANY COUNTERCLAIM THEREIN.


 


Headings.
Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are
not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Conflicts.
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the Pari Passu-Lien
Security Documents or any of the other Secured Note Documents, the provisions of this Agreement shall control.


 


Provisions Solely to Define Relative
Rights. The provisions of this Agreement are and are intended solely for the purpose of defining
the relative rights of the Pari Passu-Lien Secured Parties in relation to one another. None of the Issuer, the Grantor or any
other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided
that nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V)
is intended to or will amend, waive or otherwise modify the provisions of the Pari Passu-Lien Secured Documents), and none of
the Issuer or the Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09
and Article V). Nothing in this Agreement is intended to or shall impair the obligations of the Issuer or the Grantor,
which are absolute and unconditional, to pay the Pari Passu-Lien Obligations as and when the same shall become due and payable
in accordance with their terms.


 


Agent Capacities.
Except as expressly provided herein or in the Existing Notes Security Documents, Delaware Trust Company (and any successor to
its initial capacities under this Agreement), is acting in the capacities of Existing Notes Authorized Representative and Existing
Notes Collateral Agent solely for the Existing Notes Secured Parties. Except as expressly provided herein or in the New Notes
Security Documents, Delaware Trust Company (and any successor to its initial capacities under


 




    	 	16	 



     


    

this agreement) is acting in the capacity of New Notes Authorized
Representative and New Notes Collateral Agent solely for the New Notes Secured Parties. Except as expressly set forth herein, none
of the Existing Notes Authorized Representative, the Existing Notes Collateral Agent, the New Notes Authorized Representative or
the New Notes Collateral Agent shall have any duties or obligations in respect of any of the Collateral, all of such duties and
obligations, if any, being subject to and governed by the applicable Secured Note Documents.


 


Integration.
This Agreement together with the other Secured Note Documents and the Pari Passu-Lien Security Documents represents the agreement
of each of the Grantor and the Pari Passu-Lien Secured Parties with respect to the subject matter hereof and there are no promises,
undertakings, representations or warranties by the Grantor, the Collateral Agents, the Authorized Representatives or any other
Pari Passu-Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other
Secured Note Documents or the Pari Passu-Lien Security Documents.


 




    	 	17	 



     


    

IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	DELAWARE
    TRUST COMPANY,
	 	as
    Existing Notes Collateral Agent and Existing Notes Authorized Representative
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	DELAWARE
    TRUST COMPANY,
	 	as
    New Notes Collateral Agent and New Notes Authorized Representative
	 	 
	 	 
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Pari Passu Agreement]






    	 	18	 



     


    

 
	 	UNITED STATES ENRICHMENT
    CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Pari Passu Agreement]






    	 	19	 



     


    

ANNEX I


 


[FORM OF] JOINDER NO. [      ]
dated as of [________], 20[  ] to the PARI PASSU LIEN INTERCREDITOR AGREEMENT dated as of February 14, 2017 (the “Pari
Passu Intercreditor Agreement”), among United States Enrichment Corporation,
a Delaware limited corporation (the “Grantor”), DELAWARE TRUST COMPANY, as Existing Notes Collateral Agent and
Existing Notes Authorized Representative for the Existing Notes Secured Parties under the Existing Notes Security Documents, DELAWARE
TRUST COMPANY, as New Notes Collateral Agent and New Notes Authorized Representative for the New Notes Secured Parties under the
New Notes Security Documents.


 


A.       Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu Intercreditor
Agreement.


 


B.       As
a condition to the ability of the Issuer to Refinance the Pari Passu-Lien Obligations (such obligations the “Refinanced Pari
Passu-Lien Obligations”), the authorized representative in respect of such Refinanced Pari Passu-Lien Obligations is required
to become an Authorized Representative (the “New Representative”), the collateral agent in respect of such Refinanced
Pari Passu-Lien Obligations is required to become a Collateral Agent (the “New Collateral Agent”), and such
Refinanced Pari Passu-Lien Obligations and the secured parties in respect thereof are required to become subject to and bound by,
the Pari Passu Intercreditor Agreement.


 


Accordingly, each Collateral Agent, each
Authorized Representative, the New Representative and the New Collateral Agent agree as follows:


 


SECTION 1.In accordance with Section
2.08 of the Pari Passu Intercreditor Agreement, the New Representative by its signature below becomes an Authorized Representative
under, the New Collateral Agent by its signature below becomes a Collateral Agent under, and the related Refinanced Pari Passu-Lien
Obligations and Pari Passu-Lien Secured Parties become subject to and bound by, the Pari Passu Intercreditor Agreement with the
same force and effect as if the New Representative had originally been named therein as an Authorized Representative and the New
Collateral Agent had originally been named therein as a Collateral Agent, and each of the New Representative and the New Collateral
Agent, on its behalf and on behalf of such Pari Passu-Lien Secured Parties, hereby agrees to all the terms and provisions of the
Pari Passu Intercreditor Agreement applicable to it as Authorized Representative or Collateral Agent, as applicable, and to the
Pari Passu-Lien Secured Parties that it represents. Each reference to an “Authorized Representative” in the
Pari Passu Intercreditor Agreement shall be deemed to include the New Representative. Each reference to a “Collateral Agent”
in the Pari Passu Intercreditor Agreement shall be deemed to include the New Collateral Agent. The Pari Passu Intercreditor Agreement
is hereby incorporated herein by reference.


 


SECTION 2.Each of the New Representative
and the New Collateral Agent represents and warrants to each Collateral Agent, each Authorized Representative and the other Pari
Passu-Lien Secured Parties, individually, that (i) it has full power and authority to enter into this Joinder, in its capacity
as [trustee/administrative agent/collateral agent], (ii) this Joinder has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms and, (iii) the Pari Passu-Lien
Secured Documents relating to such Refinanced Pari Passu-Lien Obligations provide that, upon its entry into this Agreement, the
Pari Passu-Lien Secured Parties in respect of such Refinanced Pari Passu-Lien Obligations will be subject to and bound by the provisions
of the Pari Passu Intercreditor Agreement as Pari Passu-Lien Secured Parties.


 


SECTION 3.This Joinder may be executed
in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
This Joinder shall become


 




    	 	20	 



     


    

effective when each Collateral Agent shall have received a counterpart
of this Joinder that bears the signatures of the New Representative and the New Collateral Agent. Delivery of an executed signature
page to this Joinder by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart
of this Joinder.


 


SECTION 4.Except as expressly supplemented
hereby, the Pari Passu Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.THIS JOINDER AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 


SECTION 6.In case any one or more of
the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, no party hereto shall
be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained herein and in the Pari Passu Intercreditor Agreement
shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions.


 


SECTION 7.All communications and notices
hereunder shall be in writing and given as provided in Section 5.01 of the Pari Passu Intercreditor Agreement. All communications
and notices hereunder to the New Representative or the New Collateral Agent shall be given to it at its address set forth below
its signature hereto.


 


SECTION 8.The Grantor and Issuer agree
to reimburse each Collateral Agent and each Authorized Representative for its reasonable out-of-pocket expenses in connection with
this Joinder, including the reasonable fees, other charges and disbursements of counsel.


 




    	 	21	 



     


    

 


IN WITNESS WHEREOF, the New Representative
has duly executed this Joinder to the Pari Passu Intercreditor Agreement as of the day and year first above written.


 


	 	[NAME OF NEW REPRESENTATIVE],
    as [         ] and as collateral agent for the
	 	holders of [          ],
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for notices:
	 	 
	 	 
	 	 
	 	attention of:
	 	Telecopy:
	 	 
	 	[NAME OF NEW COLLATERAL
    AGENT], as [            ] and as collateral agent for the holders
    of [            ],
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Address for notices:
	 	 
	 	 
	 	attention of:
	 	Telecopy:




 


 




     


     


    

 


	 	Acknowledged
    by:
	 	 
	 	[DELAWARE
    TRUST COMPANY,
 as the Existing Notes Collateral Agent and Existing Notes Authorized Representative,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 
	 	[DELAWARE
    TRUST COMPANY,
 as the New Notes Collateral Agent and New Notes Authorized Representative,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 
	 	[OTHER
    AUTHORIZED REPRESENTATIVES]
	 	 
	 	UNITED
    STATES ENRICHMENT CORPORATION,
 as the Company
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


 



     


     


    






 


Exhibit J


FORM OF


 





LIMITED SECURED ACQUISITION DEBT INTERCREDITOR
AGREEMENT


 





Dated as of [                    ]


 


among


 


[                    ],


 


as the Initial Senior Lien Representative
and Initial Senior Lien Collateral Agent


for the Initial Limited Secured Acquisition
Claimholders,


 


Delaware Trust Company as Trustee,


as the Initial Junior Lien Representative,


 


Delaware Trust Company,


as the Initial Junior Lien Collateral Agent


 


and


 


each additional Representative and Collateral
Agent from time to time party hereto


 


and acknowledged and agreed to by


 


United States Enrichment Corporation,


as the Company


 


 




    	 



     


    



 





TABLE OF CONTENTS


 










		Page




	SECTION 1.   Definitions.	2
	1.1   Defined Terms	2
	1.2   Terms Generally	10
	SECTION 2.   [Reserved].	11
	SECTION 3.   Lien Priorities	11
	3.1   Relative Priorities	11
	3.2   Prohibition on Contesting Liens; No Marshaling	11
	3.3   No New Liens	12
	3.4   Perfection of Liens	12
	SECTION 4.   Enforcement	12
	4.1   Exercise of Remedies	12
	4.2   Actions Upon Breach; Specific Performance	15
	SECTION 5.   Payments	16
	5.1   Application of Proceeds	16
	5.2   Payments Over	16
	5.3   Releases	17
	5.4   Insurance	18
	5.5   Amendments to Senior Lien Documents and Junior Lien Documents	18
	5.6   Confirmation of Subordination in Junior Lien Collateral Documents	19
	5.7   Gratuitous Bailee/Agent for Perfection; Rights of Initial Senior Collateral Agent and Initial Senior Lien
Representative	19
	5.8   When Discharge of Obligations Deemed to Not Have Occurred	20
	SECTION 6.   Insolvency or Liquidation Proceedings	21
	6.1   Finance and Sale Issues	21
	6.2   Relief from the Automatic Stay	21
	6.3   Adequate Protection	22
	6.4   No Waiver	22
	6.5   Avoidance Issues	22
	6.6   Reorganization Securities	22
	6.7   Post-Petition Interest	23
	6.8   Waiver	23
	6.9   Separate Grants of Security and Separate Classification	23
	6.10   Effectiveness in Insolvency or Liquidation Proceedings	24
	SECTION 7.   Reliance; Waivers.	24
	7.1   Reliance	24
	7.2   No Warranties or Liability	24
	7.3   No Waiver of Lien Priorities	25
	7.4   Obligations Unconditional	25
	SECTION 8.   Miscellaneous	26



 



    	 



     


    




 


	8.1   Integration/Conflicts	26
	8.2   Effectiveness; Continuing Nature of this Agreement; Severability	26
	8.3   Amendments; Waivers	27
	8.4   Information Concerning Financial Condition of the Company and its Subsidiaries	27
	8.5   Subrogation	28
	8.6   Application of Payments	28
	8.7   Additional Limited Secured Acquisition Claims and Additional Junior Debt	28
	8.8   Agency Capacities	29
	8.9   Submission to Jurisdiction; Certain Waivers	29
	8.10   Waiver of Jury Trial	30
	8.11   Notices	31
	8.12   Further Assurances	31
	8.13   Applicable Law	31
	8.14   Binding on Successors and Assigns	31
	8.15   Section Headings	31
	8.16   Counterparts	31
	8.17   Authorization	31
	8.18   Third Party Beneficiaries/ Provisions Solely to Define Relative Rights	31
	8.19   No Indirect Actions	32
	8.20   Relationship with Senior Lien Intercreditor Agreement; No Duty of Senior Claimholders to Non-Parties	32




    	 



     


    

 


LIMITED SECURED ACQUISITION DEBT INTERCREDITOR
AGREEMENT 


 


This LIMITED SECURED ACQUISITION DEBT
INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
this “Agreement”), dated as of [DATE], and entered into by and among [SENIOR LIEN REPRESENTATIVE]
(“[                    ]”),
as Senior Lien Representative for the [Initial Limited Secured Acquisition Claimholders (as defined below)] (in such capacity and
together with its successors from time to time in such capacity, the “Initial Senior Lien Representative”)
and [administrative agent][collateral agent] for the Initial Limited Secured Acquisition Claimholders (in such capacity and together
with its successors from time to time in such capacity, the “Initial Senior Lien Collateral Agent”), DELAWARE
TRUST COMPANY, as Trustee, a Delaware state chartered trust company duly organized and existing under the laws of the State
of Delaware, as Junior Lien Representative for the Initial Junior Lien Claimholders (in such capacity and together with its successors
from time to time in such capacity, the “Initial Junior Lien Representative”), DELAWARE TRUST COMPANY,
a Delaware state chartered trust company duly organized and existing under the laws of the State of Delaware, as collateral agent
for the Initial Junior Lien Claimholders (as defined below) (in such capacity and together with its successors from time to time
in such capacity, the “Initial Junior Lien Collateral Agent”) and each additional Senior Lien Representative,
Senior Lien Collateral Agent, Junior Lien Representative and Junior Lien Collateral Agent that from time to time becomes a party
hereto pursuant to Section 8.7, and acknowledged and agreed to by United States Enrichment Corporation, a Delaware
corporation (the “Company”). Capitalized terms used in this Agreement have the meanings assigned to them in
Section 1 below. Capitalized terms used and not otherwise defined herein have the meaning set forth in the Initial
Junior Lien Indentures as in effect on the date hereof or as modified in accordance with the provision of this Agreement.


 


RECITALS 


 


[describe initial senior lien agreement,
dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Initial Senior Lien Agreement”)];


 


The Company, Centrus, the Initial Junior
Lien Representative and the Initial Junior Lien Collateral Agent have previously entered into the Indenture, dated as of September
30, 2014 and the Indenture, dated as of [●], 2016 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, collectively, the “Initial Junior Lien Indentures”, and each, an “Initial
Junior Lien Indenture”);


 


The obligations of the Company under all
Limited Secured Acquisition Obligations will be secured by, among other things, one or more liens on Collateral (as hereinafter
defined) which Liens securing the Limited Secured Acquisition Obligations will be senior in priority to the Liens on the Collateral
securing the Initial Junior Lien Indentures and the other Junior Lien Obligations in accordance with the terms hereof;


 


The Senior Lien Documents and the Junior
Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights
and remedies with respect to the Collateral; and


 


In consideration of the foregoing, the mutual
covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, each of the Initial Senior Lien Representative (for itself and on behalf of each other Initial Limited
Secured Acquisition Claimholder), the Initial Senior Lien Collateral Agent (for itself and on behalf of each other Initial Limited
Secured Acquisition Claimholder), the Initial Junior Lien Representative (for itself and on behalf of each other Initial Junior
Lien Claimholder), the Initial Junior Lien Collateral Agent (for itself and on behalf of each other Initial Junior Lien Claimholder),
each additional Senior Lien Representative (for itself and on behalf of each other Additional Limited Secured Acquisition Claimholder
represented by it), each additional Senior Lien Collateral Agent (for itself and on behalf of each other Additional Limited Secured
Acquisition Claimholder represented by it), each additional Junior Lien Representative (for itself and on behalf of each other
Additional Junior Lien Claimholder represented by it) and each additional Junior Lien Collateral Agent (for itself and on behalf
of each other Additional Junior Lien Claimholder represented by it), intending to be legally bound, hereby agrees as follows:


 





 




    	 



     


    

 


SECTION
1.            
Definitions.


 


1.1               
Defined Terms. As used in this Agreement, the following terms shall have the following meaning:


 


“Additional Collateral Agent”
means any one or more Additional Senior Lien Collateral Agent and Additional Junior Lien Collateral Agent, as the context may require.


 


“Additional Junior Lien Claimholders”
means, with respect to any Series of Additional Junior Lien Debt, the holders of such Indebtedness, the Junior Lien Representative
with respect thereto, the Junior Lien Collateral Agent with respect thereto, any trustee or agent therefor under any related Additional
Junior Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Company under any related Additional
Junior Lien Documents and the holders of any other Additional Junior Lien Obligations secured by the Junior Lien Collateral Documents
for such Series of Additional Junior Lien Debt.


 


“Additional Junior Lien Collateral
Agent” has the meaning set forth in the definition of “Junior Lien Collateral Agent”.


 


“Additional Junior Lien Debt”
means any Indebtedness and guarantees thereof that is incurred, issued or guaranteed by the Company (other than the Initial Junior
Lien Debt) which Refinances any Initial Junior Lien Debt and which Indebtedness and guarantees are secured by the Junior Lien Collateral
(or a portion thereof) on a basis junior to the Limited Secured Acquisition Obligations; provided, however, that
with respect to any such Indebtedness incurred after the date hereof (i) such Indebtedness is permitted to be incurred, secured
and guaranteed on such basis by each of the Senior Lien Documents and Junior Lien Documents, (ii) unless already a party with
respect to that Series of Additional Junior Lien Debt, each of the Junior Lien Representative and the Junior Lien Collateral Agent
for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set
forth in, Section 8.7 hereof; and (iii) each of the other requirements of Section 8.7 shall have been
complied with. The requirements of clause (i) shall be tested only as of (x) the date of execution of such Joinder Agreement
by the applicable Additional Junior Lien Collateral Agent and Additional Junior Lien Representative if pursuant to a commitment
entered into at the time of such Joinder Agreement, and (y) with respect to any later commitment or amendment to those terms
to permit such Indebtedness, as of the date of such commitment or amendment.


 


“Additional Junior Lien Documents”
means, with respect to any Series of Additional Junior Lien Debt, the loan agreements, promissory notes, indentures and other operative
agreements evidencing or governing such Indebtedness, any document governing reimbursement obligations in respect of letters of
credit issued pursuant to any Additional Junior Lien Documents and the Junior Lien Collateral Documents securing such Series of
Additional Junior Lien Debt.


 


“Additional Junior Lien Obligations”
means, with respect to any Series of Additional Junior Lien Debt, (a) principal, interest (including without limitation any
Post-Petition Interest), premium (if any), penalties, fees, expenses (including, without limitation, fees, expenses and disbursements
of agents, professional advisors and legal counsel), indemnifications, reimbursements, damages, statutory claims and other liabilities,
and guarantees of the foregoing amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding,
payable with respect to such Additional Junior Lien Debt, (b) all other amounts payable to the related Additional Junior Lien
Claimholders under the related Additional Junior Lien Documents (other than in respect of any Indebtedness not constituting Additional
Junior Lien Debt) and (c) any renewals or extensions of the foregoing.


 


“Additional Junior Lien Representative”
has the meaning set forth in the definition of “Junior Lien Representative”.


 


“Additional Limited Secured Acquisition
Claimholders” means, with respect to any Series of Additional Limited Secured Acquisition Claims, the holders of such
Indebtedness, the Senior Lien Representative with respect thereto, the Senior Lien Collateral Agent with respect thereto, any trustee
or agent therefor under any related Additional Senior Lien Documents and the beneficiaries of each indemnification obligation undertaken
by the Company under any related Additional Senior Lien Documents and the holders of any other Additional Limited


 




    	 



     


    

 


Secured Acquisition Obligations secured by the Senior Lien Collateral
Documents for such Series of Additional Limited Secured Acquisition Claims.


 


“Additional Limited Secured Acquisition
Claims” means any Indebtedness incurred, issued or guaranteed by the Company (other than the Initial Limited Secured
Acquisition Obligations) which constitutes Limited Secured Acquisition Debt under the Junior Lien Documents and which Indebtedness
is secured by the Collateral (or a portion thereof) on a basis senior to the Junior Lien Obligations. The Senior Lien Representative
and Senior Lien Collateral Agent for any Series of Limited Secured Acquisition Claims shall become a party hereto pursuant to Section 8.7
hereof.


 


“Additional Limited Secured Acquisition
Obligations” means, with respect to any Series of Additional Limited Secured Acquisition Claims, (a) all principal,
interest (including any Post-Petition Interest), premium (if any), penalties, fees, expenses (including fees, expenses and disbursements
of agents, professional advisors and legal counsel), indemnifications, reimbursements, damages, statutory claims and other liabilities,
and guarantees of the foregoing amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding,
payable with respect to such Additional Limited Secured Acquisition Claims, (b) all other amounts payable to the related Additional
Limited Secured Acquisition Claimholders under the related Additional Senior Lien Documents (other than in respect of any Indebtedness
not constituting Additional Limited Secured Acquisition Claims), and (c) any renewals or extensions of the foregoing.


 


“Additional Obligations”
means the Additional Limited Secured Acquisition Obligations and the Additional Junior Lien Obligations.


 


“Additional Representative”
means any one or more Additional Senior Lien Representative and Additional Junior Lien Representative, as the context may require.


 


“Additional Senior Lien Collateral
Agent” has the meaning set forth in the definition of “Senior Lien Collateral Agent”.


 


“Additional Senior Lien Documents”
means, with respect to any Series of Additional Limited Secured Acquisition Claims, the loan agreements, promissory notes, indentures
and other operative agreements evidencing or governing such Additional Limited Secured Acquisition Claims, any document governing
reimbursement obligations in respect of letters of credit issued pursuant to any Additional Senior Lien Documents and the Senior
Lien Collateral Documents securing such Series of Additional Limited Secured Acquisition Claims.


 


“Additional Senior Lien Representative”
has the meaning set forth in the definition of “Senior Lien Representative”.


 


“Affiliate” means, with
respect to a specified Person, (a) any other Person that, directly or indirectly, Controls, is Controlled by or is under common
Control with the Person specified or is a director or executive officer of the Person specified or (b) any other Person that
directly or indirectly owns [10]% or more of any class of equity interests of the Person specified.


 


“Agreement” has the meaning
set forth in the Preamble to this Agreement.


 


“Bankruptcy Case” means
a case under the Bankruptcy Code or any other Bankruptcy Law.


 


“Bankruptcy Code” means
Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.


 


“Bankruptcy Law” means
the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


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


 




    	 



     


    

 


“Centrus” means Centrus
Energy Corp., a Delaware corporation.


 


“Claimholders” means
any one or more of the Limited Secured Acquisition Claimholders and the Junior Lien Claimholders, as the context may require.


 


“Collateral” means, at
any time, all of the assets and property of the Company acquired with Limited Secured Acquisition Debt entered into on or after
the Issue Date, whether real, personal or mixed, in which the holders of Limited Secured Acquisition Obligations under at least
one Series of Limited Secured Acquisition Obligations and the holders of Junior Lien Obligations under at least one Series of Junior
Lien Obligations (or their respective Collateral Agents or Representatives) hold, purport to hold or are required to hold, a security
interest at such time, including any property subject to Liens granted pursuant to Section 6 to secure both Limited
Secured Acquisition Obligations and Junior Lien Obligations.


 


“Collateral Agent” means
any Senior Lien Collateral Agent and/or any Junior Lien Collateral Agent, as the context may require.


 


“Collateral Documents”
means the Senior Lien Collateral Documents and the Junior Lien Collateral Documents.


 


“Collateral Enforcement Action”
means any action to:


 


(a) foreclose, execute, levy,
or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or lease, license,
or otherwise dispose of (whether publicly or privately), Collateral or Restricted Assets, or otherwise exercise or enforce remedial
rights with respect to Collateral or Restricted Assets under the Senior Lien Documents or the Junior Lien Documents (including
by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to the UCC or other applicable
law, notification to account debtors, notification to depositary banks under deposit account control agreements, or exercise of
rights under landlord consents, if applicable);


 


(b) solicit bids from third Persons,
approve bid procedures for any proposed disposition of Collateral or Restricted Assets, conduct the liquidation or disposition
of Collateral or Restricted Assets or engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers,
auctioneers, or other third Persons for the purposes of valuing, marketing, promoting, and selling Collateral or Restricted Assets;


 


(c) receive a transfer of Collateral
or Restricted Assets in satisfaction of Indebtedness or any other Obligation secured thereby;


 


(d) otherwise enforce a security
interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the Collateral at law, in equity,
or pursuant to the Senior Lien Documents or Junior Lien Documents (including the commencement of applicable legal proceedings or
other actions with respect to all or any portion of the Collateral to facilitate the actions described in the preceding clauses,
and exercising voting rights in respect of equity interests comprising Collateral or Restricted Assets); or


 


(e) the Disposition of Collateral
or Restricted Assets by the Company after the occurrence and during the continuation of an event of default under any of the Senior
Lien Documents or the Junior Lien Documents with the consent of the applicable Senior Lien Collateral Agent (or Limited Secured
Acquisition Claimholders) or Junior Lien Collateral Agent (or Junior Lien Claimholders).


 


“Company” has the meaning
set forth in the Preamble to this Agreement.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise.


 


“Controlling” and “Controlled”
have meanings correlative thereto.


 




    	 



     


    

 


“Designated Senior Lien Collateral
Agent” means (i) if at any time there is only one Series of Limited Secured Acquisition Obligations with respect
to which the Discharge of Limited Secured Acquisition Obligations has not occurred, the Senior Lien Collateral Agent for the Limited
Secured Acquisition Claimholders in such Series and (ii) at any time when clause (i) does not apply, the “Applicable
Collateral Agent” (as defined in the Senior Lien Intercreditor Agreement) at such time or, in the case of this clause (ii) if
there is no Senior Lien Intercreditor Agreement in effect, the representative or, if none, the holder of the Series of Limited
Secured Acquisition Claims representing a majority of the Limited Secured Acquisition Claims shall be the Designated Senior Lien
Collateral Agent hereunder.


 


“Designated Senior Lien Representative”
means (i) if at any time there is only one Series of Limited Secured Acquisition Obligations with respect to which the Discharge
of Limited Secured Acquisition Obligations has not occurred, the Senior Lien Representative for the Limited Secured Acquisition
Claimholders in such Series and (ii) at any time when clause (i) does not apply, the “Applicable Representative”
(as defined in the Senior Lien Intercreditor Agreement) at such time or, in the case of this clause (ii) if there is no Senior
Lien Intercreditor Agreement in effect, the representative or, if none, the holder of the Series of Limited Secured Acquisition
Claims representing a majority of the Limited Secured Acquisition Claims shall be the Designated Senior Lien Representative hereunder.


 


“Designation” means a
designation of Additional Limited Secured Acquisition Claims or Additional Junior Lien Debt in substantially the form of Exhibit C
attached hereto.


 


“DIP Financing” has the
meaning set forth in Section 6.1.


 


“Discharge” means, except
to the extent otherwise provided in Section 5.8, with respect to any Series of Limited Secured Acquisition Obligations
or Series of Junior Lien Obligations, that such Series of Limited Secured Acquisition Obligations or Series of Junior Lien Obligations,
as the case may be, are no longer secured by, and no longer required to be secured by, the Collateral pursuant to the terms of
the applicable Senior Lien Documents or Junior Lien Documents. The term “Discharged” shall have a corresponding
meaning.


 


“Discharge of Initial Limited Secured
Acquisition Obligations” means, except to the extent otherwise provided in Section 5.8, the Discharge of
all Initial Limited Secured Acquisition Obligations has occurred.


 


“Discharge of Junior Lien Obligations”
means, except to the extent otherwise provided in Section 5.8, the Discharge of each Series of Junior Lien Obligations
has occurred.


 


“Discharge of Limited Secured Acquisition
Obligations” means, except to the extent otherwise provided in Section 5.8, the Discharge of Initial Limited
Secured Acquisition Obligations and the Discharge of each additional Series of Limited Secured Acquisition Obligations has occurred.


 


“Disposition” has the
meaning set forth in Section 5.3(b).


 


“Distribution” means,
with respect to any Indebtedness, obligation, or security, (a) any payment or distribution by any Person of cash, securities
or other property, by set-off or otherwise, on account of such Indebtedness, obligation, or security, (b) any redemption,
purchase or other acquisition of such Indebtedness, obligation, or security by any Person, or (c) the granting of any lien
or security interest to or for the benefit of the holders of such Indebtedness, obligation, or security in or upon any property
of any Person.


 


“Governmental Authority”
means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency
or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the
United States, the United States, or a foreign entity or government.


 


“Hedge Agreement” means
a Swap Contract entered into by the Company with a counterparty as permitted under the Senior Lien Documents or the Junior Lien
Documents, as the case may be.


 




    	 



     


    

 


“Hedging Obligation”
of any Person means any obligation of such Person pursuant to any Hedge Agreement.


 


“Indebtedness” means
and includes all indebtedness for borrowed money; for the avoidance of doubt, “Indebtedness” shall not include reimbursement
or other obligations in respect of letters of credit or Hedging Obligations.


 


“Initial Junior Lien Claimholders”
means the holders of any Initial Junior Lien Obligations, the Initial Junior Lien Collateral Agent and the Initial Junior Lien
Representative.


 


“Initial Junior Lien Collateral
Agent” has the meaning set forth in the Preamble to this Agreement.


 


“Initial Junior Lien Debt”
means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Initial Junior Lien Documents.


 


“Initial Junior Lien Documents”
means those certain Initial Junior Lien Indentures, the “Notes” (as defined in the Initial Junior Lien Indentures),
the Initial Junior Lien Security Agreements, any other Initial Junior Lien Security Documents and any other document or agreement
entered into for the purpose of evidencing, governing, securing or perfecting the Initial Junior Lien Obligations.


 


“Initial Junior Lien Indentures”
has the meaning set forth in the Recitals.


 


“Initial Junior Lien Obligations”
means the “Obligations” and “Secured Obligations” (as defined in the Initial Junior Lien Documents) under
the Initial Junior Lien Documents.


 


“Initial Junior Lien Security Agreements”
means the Pledge and Security Agreement, by and among the Initial Junior Lien Collateral Agent and the Company, dated as of September
30, 2014, and the Pledge and Security Agreement, by and among the Initial Junior Lien Collateral Agent and the Company, dated as
of [●], 2016.


 


“Initial Junior Lien Security Documents”
means the Initial Junior Lien Indentures, the Initial Junior Lien Security Agreements and the other “Security Documents”
as defined in the Initial Junior Lien Indentures and any other document or agreement entered into for the purpose of evidencing,
governing, securing or perfecting the Initial Junior Lien Obligations.


 


“Initial Junior Lien Representative”
has the meaning set forth in the Preamble to this Agreement.


 


“Initial Limited Secured Acquisition
Claimholders” means the “Secured Parties” as defined in the Initial Senior Lien Agreement.


 


“Initial Limited Secured Acquisition
Claims” means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Initial Senior Lien Documents.


 


“Initial Limited Secured Acquisition
Obligations” means the “Secured Obligations” as defined in the Initial Senior Lien Agreement.


 


“Initial Senior Lien Agreement”
has the meaning set forth in the Recitals.


 


“Initial Senior Lien Collateral
Agent” has the meaning set forth in the Preamble to this Agreement.


 


“Initial Senior Lien Documents”
means the Initial Senior Lien Agreement and the other “Loan Documents” as defined in the Initial Senior Lien Agreement
and any other document or agreement entered into for the purpose of evidencing, governing, securing or perfecting the Initial Limited
Secured Acquisition Obligations.


 


“Initial Senior Lien Representative”
has the meaning set forth in the Preamble to this Agreement.


 




    	 



     


    

 


“Insolvency or Liquidation Proceeding”
means:


 


(a) any voluntary or involuntary
case or proceeding under the Bankruptcy Code with respect to the Company;


 


(b) any other voluntary or involuntary
insolvency, reorganization or Bankruptcy Case or proceeding, or any receivership, liquidation, reorganization or other similar
case or proceeding with respect to the Company or with respect to a material portion of its assets;


 


(c) any liquidation, dissolution,
reorganization or winding up of the Company whether voluntary or involuntary and whether or not involving insolvency or bankruptcy;
or


 


(d) any assignment for the benefit
of creditors or any other marshaling of assets and liabilities of the Company.


 


“Joinder Agreement” means
a supplement to this Agreement in the form of Exhibit A or Exhibit B hereto, as applicable, required to
be delivered by a Representative and a Collateral Agent to each other then-existing Representative and Collateral Agent pursuant
to Section 8.7 hereof in order to include Additional Limited Secured Acquisition Claims or Additional Junior Lien Debt
hereunder and to become the Representative or Collateral Agent, as the case may be, hereunder in respect thereof for the applicable
Additional Limited Secured Acquisition Claimholders or applicable Additional Junior Lien Claimholders, as the case may be, under
such Additional Limited Secured Acquisition Claims or Additional Junior Lien Debt.


 


“Junior Lien Adequate Protection
Payments” has the meaning set forth in Section 6.3(b).


 


“Junior Lien Claimholders”
means the Initial Junior Lien Claimholders and any Additional Junior Lien Claimholders.


 


“Junior Lien Collateral”
means any “Collateral” as defined in any Junior Lien Documents or any other assets of the Company with respect to which
a Lien is granted, purported to be granted or required to be granted pursuant to any Junior Lien Document as security for any Junior
Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of
any Junior Lien Claimholder.


 


“Junior Lien Collateral Agent”
means (i) in the case of any Initial Junior Lien Obligations or the Initial Junior Lien Claimholders, the Initial Junior Lien
Collateral Agent and (ii) in the case of any Additional Junior Lien Obligations and the Additional Junior Lien Claimholders
in respect thereof, the Person serving as collateral agent (or the equivalent) for such Additional Junior Lien Obligations and
that is named as the Junior Lien Collateral Agent in respect of such Additional Junior Lien Obligations in the applicable Joinder
Agreement (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional
Junior Lien Collateral Agent”).


 


“Junior Lien Collateral Documents”
means the “Security Documents” or “Collateral Documents” (as defined in the applicable Junior Lien Documents)
and any other agreement, document or instrument pursuant to which a Lien is granted securing any Junior Lien Obligations or pursuant
to which any such Lien is perfected.


 


“Junior Lien Debt” means
the Initial Junior Lien Debt and any Additional Junior Lien Debt.


 


“Junior Lien Documents”
means the Initial Junior Lien Documents and any Additional Junior Lien Documents.


 


“Junior Lien Mortgages”
means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real
property owned or leased by the Company is granted to secure any Junior Lien Obligations or under which rights or remedies with
respect to any such Liens are governed.


 




    	 



     


    

 


“Junior Lien Obligations”
means the Initial Junior Lien Obligations and any Additional Junior Lien Obligations.


 


“Junior Lien Representative”
means (i) in the case of the Initial Junior Lien Obligations or the Initial Junior Lien Claimholders, the Initial Junior Lien
Representative and (ii) in the case of any Additional Junior Lien Obligations and the Additional Junior Lien Claimholders
in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar agent that is named as the
Junior Lien Representative in respect of such Additional Junior Lien Obligations in the applicable Joinder Agreement (each, in
the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional Junior Lien Representative”).


 


“Lien” means any lien
(including, judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest, charge or encumbrance
of any kind, (any conditional sale or other title retention agreement, and any lease in the nature thereof) and, in the case of
securities, any purchase option, call or similar right of a third party with respect to such securities and any right of set-off
or recoupment.


 


“Limited Secured Acquisition Claimholders”
means the Initial Limited Secured Acquisition Claimholders and any Additional Limited Secured Acquisition Claimholders.


 


“Limited Secured Acquisition Claims”
means the Initial Limited Secured Acquisition Claims and any Additional Limited Secured Acquisition Claims.


 


“Limited Secured Acquisition Obligations”
means the Initial Limited Secured Acquisition Obligations and any Additional Limited Secured Acquisition Obligations.


 


“Master Agreement” has
the meaning set forth in the definition of “Swap Contract”.


 


“Obligations” means all
obligations of every nature of the Company from time to time owed to any agent or trustee, the Limited Secured Acquisition Claimholders,
the Junior Lien Claimholders or any of them or their respective Affiliates under the Senior Lien Documents, the Junior Lien Documents
or in the case of Junior Lien Claimholders, Hedge Agreements, whether for principal, interest or payments for early termination
of Swap Contracts, fees, expenses, indemnification or otherwise and all guarantees of any of the foregoing and including any interest
and fees that accrue after the commencement by or against any Person of any proceeding under any Bankruptcy Law naming such Person
as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


 


“Pay-Over Amount” has
the meaning set forth in Section 6.3(b).


 


“Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority
or other entity.


 


“Pledged Collateral”
has the meaning set forth in Section 5.7.


 


“Post-Petition Interest”
means interest, fees, expenses and other charges that pursuant to the Senior Lien Documents or the Junior Lien Documents, as applicable,
continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses
and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.


 


“Recovery” has the meaning
set forth in Section 6.5.


 


“Refinance” means, in
respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay,
or to issue other Indebtedness in exchange or replacement for, such Indebtedness in whole or in part and regardless of whether
the principal amount of such Refinancing Indebtedness is the same, greater than, or less than the principal amount of the Refinanced
Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.


 




    	 



     


    

 


“Representative” means
any Senior Lien Representative and/or any Junior Lien Representative, as the context may require.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer or treasurer of the Company.


 


“Restricted Assets” means
all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted
to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the
Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder
to the extent the foregoing would otherwise constitute Collateral hereunder or thereunder but for such carve out.


 


“Sale Proceeds” means
(i) the net proceeds from the sale of the Company as a going concern to the extent allocable to Collateral or from the sale
of the Restricted Assets as a going concern, or (ii) any other economic value (whether in the form of cash or otherwise) received
or distributed that is associated with the Restricted Assets.


 


“Senior Lien Collateral Agent”
means (i) in the case of any Initial Limited Secured Acquisition Obligations or the Initial Limited Secured Acquisition Claimholders,
the Initial Senior Lien Collateral Agent and (ii) in the case of any Additional Limited Secured Acquisition Obligations and
the Additional Limited Secured Acquisition Claimholders in respect thereof, the Person serving as collateral agent (or the equivalent)
for such Additional Limited Secured Acquisition Obligations and that is named as the Senior Lien Collateral Agent in respect of
such Additional Limited Secured Acquisition Obligations in the applicable Joinder Agreement if such Person becomes a party to this
Agreement or, if not, as named in the applicable Senior Lien Documents (each, in the case of this clause (ii) together with
its successors and assigns in such capacity, an “Additional Senior Lien Collateral Agent”). In the case of any
Limited Secured Acquisition Obligations that are not represented by an agent, all references herein to Senior Lien Collateral Agent
or Additional Senior Lien Collateral Agent shall refer to the holder of such Limited Secured Acquisition Obligations.


 


“Senior Lien Collateral Documents”
means the “Security Documents” or “Collateral Documents” (as defined in the applicable Senior Lien Documents)
and any other agreement, document or instrument pursuant to which a Lien is granted securing any Limited Secured Acquisition Obligations
or pursuant to which any such Lien is perfected.


 


“Senior Lien Documents”
means the Initial Senior Lien Documents and any Additional Senior Lien Documents.


 


“Senior Lien Intercreditor Agreement”
means an agreement among each Senior Lien Representative and each Senior Lien Collateral Agent allocating rights among the various
Series of Limited Secured Acquisition Obligations.


 


“Senior Lien Representative”
means (i) in the case of any Initial Limited Secured Acquisition Obligations or the Initial Limited Secured Acquisition Claimholders,
the Initial Senior Lien Representative and (ii) in the case of any Additional Limited Secured Acquisition Obligations and
the Additional Limited Secured Acquisition Claimholders in respect thereof, each trustee, administrative agent, collateral agent,
security agent and similar agent that is named as the Senior Lien Representative in respect of such Additional Limited Secured
Acquisition Obligations in the applicable Joinder Agreement if such Person becomes a party to this Agreement or, if not, as named
in the applicable Senior Lien Documents (each, in the case of this clause (ii), together with its successors and assigns in such
capacity, an “Additional Senior Lien Representative”). In the case of any Limited Secured Acquisition Obligations
that are not represented by an agent, all references herein to Senior Lien Representative or Additional Senior Lien Representative
shall refer to the holder of such Limited Secured Acquisition Obligations.


 


“Series” means (x) with
respect to Junior Lien Debt or Junior Lien Obligations, all Junior Lien Debt or Junior Lien Obligations, as applicable, represented
by the same Representative acting in the same capacity and (y) with respect to Limited Secured Acquisition Claims or Limited Secured
Acquisition Obligations, all Limited


 




    	 



     


    

 


Secured Acquisition Claims or Limited Secured Acquisition Obligations
against the Company, represented by the same Representative acting in the same capacity.


 


“Standstill Period” has
the meaning set forth in Section 4.1(a)(1).


 


“Subsidiary” means, with
respect to any Person, of which more than 50% of the total voting power of shares of stock or other ownership interests entitled
(without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and
policies thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof.


 


“Swap Contract” means
(a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options for forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including such obligations or liabilities under any Master Agreement.


 


“UCC” means the Uniform
Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


1.2               
Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as
the word “shall.” Unless the context requires otherwise:


 


(a) any definition of or reference
herein to any agreement, instrument or other document shall be construed as referring to such agreement, instrument or other document
as amended, restated, amended and restated, supplemented or otherwise modified from time to time and any reference herein to any
statute or regulations shall include any amendment, renewal, extension or replacement thereof;


 


(b) any reference herein to any
Person shall be construed to include such Person’s successors and assigns from time to time;


 


(c) the words “herein,”
“hereof” 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;


 


(d) all references herein to Sections
shall be construed to refer to Sections of this Agreement; and


 


(e) the words “asset”
and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.


 


SECTION
2.            
[Reserved].


 


SECTION
3.            
Lien Priorities


 




    	 



     


    

 


3.1               
Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of
any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Limited Secured Acquisition
Obligations granted on the Collateral and notwithstanding any provision of the UCC or any other applicable law or the Junior Lien
Documents or any defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance
or otherwise of, the Liens securing the Limited Secured Acquisition Obligations, the subordination of such Liens to any other Liens,
or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against
the Company, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior
Lien Claimholder represented by it, hereby agrees that:


 


(a) any Lien on the Collateral
securing any Limited Secured Acquisition Obligations now or hereafter held by or on behalf of any Senior Lien Representative, any
Senior Lien Collateral Agent or any Limited Secured Acquisition Claimholders or any agent or trustee therefor, regardless of how
acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and
prior to any Lien on the Collateral securing any Junior Lien Obligations; and


 


(b) any Lien on the Collateral
securing any Junior Lien Obligations now or hereafter held by or on behalf of any Junior Lien Representative, any Junior Lien Collateral
Agent, any Junior Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession,
statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral
securing any Limited Secured Acquisition Obligations. All Liens on the Collateral securing any Limited Secured Acquisition Obligations
shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Lien Obligations for all
purposes, whether or not such Liens securing any Limited Secured Acquisition Obligations are subordinated to any Lien securing
any other obligation of the Company or any other Person.


 


3.2               
Prohibition on Contesting Liens; No Marshaling. Each Junior Lien Representative and each Junior Lien Collateral Agent,
for itself and on behalf of each other Junior Lien Claimholder represented by it, and each Senior Lien Representative and each
Senior Lien Collateral Agent, for itself and on behalf of each other Limited Secured Acquisition Claimholder represented by it,
agrees that it will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting,
in any proceeding (including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability
of a Lien held, or purported to be held, by or on behalf of any of the Limited Secured Acquisition Claimholders in the Collateral
or by or on behalf of any of the Junior Lien Claimholders in the Junior Lien Collateral, as the case may be, or the provisions
of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Lien
Representative, any Senior Lien Collateral Agent or any Limited Secured Acquisition Claimholder to enforce this Agreement, including
the provisions of this Agreement relating to the priority of the Liens securing the Limited Secured Acquisition Obligations as
provided in Sections 3.1 and 4.1. Until the Discharge of Limited Secured Acquisition Obligations, no Junior Lien Representative,
Junior Lien Collateral Agent or Junior Lien Claimholder will assert any marshaling, appraisal, valuation or other similar right
that may otherwise be available to a junior secured creditor.


 


3.3               
No New Liens. So long as the Discharge of Junior Lien Obligations has not occurred, whether or not any Insolvency
or Liquidation Proceeding has been commenced by or against the Company, the parties hereto agree that the Company shall not grant
or permit any Liens on any asset or property other than the Collateral to secure any Limited Secured Acquisition Obligations.


 


3.4               
Perfection of Liens. Except for the arrangements contemplated by Section 5.7, none of the Senior Lien Representatives,
Senior Lien Collateral Agents or the Limited Secured Acquisition Claimholders shall be responsible for perfecting and maintaining
the perfection of Liens with respect to the Collateral for the benefit of the Junior Lien Representatives, the Junior Lien Collateral
Agents or the Junior Lien Claimholders. The provisions of this Agreement are intended solely to govern the respective Lien priorities
as between the Limited Secured Acquisition Claimholders on the one hand and the Junior Lien Claimholders on the other hand and
such provisions shall not impose on the Senior Lien Representatives, Senior Lien Collateral Agents, the Limited Secured Acquisition
Claimholders, the Junior Lien Representatives, the Junior Lien Collateral Agents, the Junior Lien Claimholders or any agent or
trustee therefor any obligations in respect of the disposition of proceeds of any Collateral which would


 




    	 



     


    

 


conflict with prior-perfected claims therein in favor of any
other Person or any order or decree of any court or Governmental Authority or any applicable law.


 


SECTION
4.            
Enforcement


 


4.1               
Exercise of Remedies.


 


(a)                
Until the Discharge of Limited Secured Acquisition Obligations has occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against the Company, the Junior Lien Representatives, the Junior Lien Collateral Agents and
the Junior Lien Claimholders:


 


(1)                
will not commence or maintain, or seek to commence or maintain, any Collateral Enforcement Action or otherwise exercise
any rights or remedies with respect to the Collateral; provided that any one or more of the Junior Lien Representative and
the Junior Lien Collateral Agent may, in accordance with any relevant Junior Lien Security Document, but is not required to, commence
a Collateral Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least
180 days has elapsed since the later of (i) the date on which a Junior Lien Representative declared the existence of any Event
of Default under (and as defined in) any Junior Lien Documents and demanded the repayment of all the principal amount of any Junior
Lien Obligations thereunder; and (ii) the date on which the Senior Lien Representatives received notice from such Junior Lien
Representative of such declarations of such Event of Default and demand for payment (the “Standstill Period”);
provided, further, that notwithstanding anything herein to the contrary, in no event shall any Junior Lien Representative,
any Junior Lien Collateral Agent or any Junior Lien Claimholder exercise any rights or remedies with respect to the Collateral
if, notwithstanding the expiration of the Standstill Period, any Senior Lien Representative, any Senior Lien Collateral Agent or
any applicable Limited Secured Acquisition Claimholder(s) shall have commenced and is pursuing a Collateral Enforcement Action
or other exercise of its or their rights or remedies in each case with respect to all or any material portion of the Collateral
(prompt written notice of such exercise to be given to the Junior Lien Representative);


 


(2)                
will not contest, protest or object to (i) any foreclosure proceeding or action brought by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Limited Secured Acquisition Claimholder or (ii) any other exercise by any Senior Lien
Representative, any Senior Lien Collateral Agent or any Limited Secured Acquisition Claimholder of any rights and remedies relating
to the Collateral under the Senior Lien Documents or otherwise (including any Collateral Enforcement Action initiated by or supported
by any Senior Lien Representative, any Senior Lien Collateral Agent or any Limited Secured Acquisition Claimholder); and


 


(3)                
subject to their rights under clause (a)(1) above will not object to the forbearance by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Limited Secured Acquisition Claimholder from bringing or pursuing any foreclosure proceeding
or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received
by any Senior Lien Representative in excess of those necessary to achieve a Discharge of Limited Secured Acquisition Obligations
are distributed in accordance with Section 5.1 hereof and applicable law.


 


(b)                
(b) Until the Discharge of Limited Secured Acquisition Obligations has occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against the Company, subject to Section 4.1(a)(1), the Senior Lien Representatives,
the Senior Lien Collateral Agents and the Limited Secured Acquisition Claimholders shall have the exclusive right to (i) commence
and maintain a Collateral Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and
the right to credit bid their debt, except that Junior Lien Representatives shall have the credit bid rights set forth in Section 4.1(c)(6)),
and (ii) subject to Section 5.3, make determinations regarding the release, disposition, or restrictions with
respect to the Collateral without any consultation with or the consent of any Junior Lien Representative, any Junior Lien Collateral
Agent or any other Junior


 




    	 



     


    

 


Lien Claimholder; provided that, in each case,
any proceeds received by any Senior Lien Representative in excess of those necessary to achieve a Discharge of Limited Secured
Acquisition Obligations are distributed in accordance with Section 5.1 hereof and applicable law. In commencing or
maintaining any Collateral Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Senior
Lien Representatives, Senior Lien Collateral Agents and the Limited Secured Acquisition Claimholders may enforce the provisions
of the Senior Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the
exercise of their sole discretion in compliance with any applicable law and without consultation with any Junior Lien Representative,
any Junior Lien Collateral Agent or any other Junior Lien Claimholder and regardless of whether any such exercise is adverse to
the interest of any Junior Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them
to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and
to exercise all the rights and remedies of a secured creditor under the UCC and under Bankruptcy Law of any applicable jurisdiction.


 


(c)                
Notwithstanding the foregoing, any Junior Lien Representative, any Junior Lien Collateral Agent, in accordance with any
relevant Junior Lien Security Document, and any other Junior Lien Claimholder may:


 


(1)                
file a claim or statement of interest with respect to the Junior Lien Obligations; provided that an Insolvency or
Liquidation Proceeding has been commenced by or against the Company;


 


(2)                
take any action not adverse to the priority status of the Liens on the Collateral securing the Limited Secured Acquisition
Obligations, or the rights of any Senior Lien Representative, any Senior Lien Collateral Agent or the Limited Secured Acquisition
Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect its Lien on the Collateral;


 


(3)                
file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Lien Claimholders, including
any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;


 


(4)                
vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings
and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the
Junior Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim
or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other
document, agreement or proposal similar to the foregoing by any Junior Lien Representative, any Junior Lien Collateral Agent or
any other Junior Lien Claimholder, may be inconsistent with the provisions of this Agreement;


 


(5)                
exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to
the extent permitted by Section 4.1(a)(1); and


 


(6)                
bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any Senior
Lien Representative, any Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder, or any sale of Collateral
during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect
of any Junior Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Limited
Secured Acquisition Obligations.


 


Each Junior Lien Representative and each
Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees that it will
not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including
set-off and recoupment) with respect to


 




    	 



     


    

 


any Collateral in its capacity as a creditor, unless and until
the Discharge of Limited Secured Acquisition Obligations has occurred, except in connection with any foreclosure that is expressly
permitted by Section 4.1(a)(1) to pursue after the expiration of the Standstill Period to the extent such Junior Lien
Representative or such Junior Lien Collateral Agent and Junior Lien Claimholders represented by it are permitted to retain the
proceeds thereof in accordance with Section 5.2 of this Agreement. Without limiting the generality of the foregoing,
unless and until the Discharge of Limited Secured Acquisition Obligations has occurred, except as expressly provided in Sections 4.1(a),
6.3(b) and this Section 4.1(c), the sole right of the Junior Lien Representatives, the Junior Lien Collateral Agents
and the other Junior Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Junior
Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any,
after the Discharge of Limited Secured Acquisition Obligations has occurred.


 


(d)                
Subject to Sections 4.1(a) and (c) and Section 6.3(b):


 


(1)                
each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, agrees that such Junior Lien Representative or such Junior Lien Collateral Agent and such Junior
Lien Claimholders represented by it will not take any action that would hinder any exercise of remedies under the Senior Lien Documents
or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral,
whether by foreclosure or otherwise;


 


(2)                
each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, hereby waives any and all rights such Junior Lien Representative or such Junior Lien Collateral
Agent and such Junior Lien Claimholders represented by it may have as a junior lien creditor or otherwise to object to the manner
in which any Senior Lien Representative, any Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder
seeks to enforce or collect the Limited Secured Acquisition Obligations or Liens securing the Limited Secured Acquisition Obligations
granted in any of the Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act
by or on behalf of any Senior Lien Representative, any Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder
is adverse to the interest of any Junior Lien Claimholder; and


 


(3)                
each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Junior
Lien Documents (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of any Senior Lien Representative,
any Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder with respect to the Collateral as set forth
in this Agreement and the Senior Lien Documents.


 


(e)                
The Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders may exercise rights
and remedies as unsecured creditors (or as secured creditors with respect any Junior Lien Collateral that does not constitute Collateral)
against the Company that has guaranteed or granted Liens to secure the Junior Lien Obligations in accordance with the terms of
the Junior Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency
or Liquidation Proceeding with respect to the Company); provided that in the event that any Junior Lien Claimholder becomes
a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect
to the Junior Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including
in relation to the Limited Secured Acquisition Obligations) in the same manner as the other Liens securing the Junior Lien Obligations
are subject to this Agreement.


 


(f)                 
Except as specifically set forth in Sections 4.1(a) and (d), nothing in this Agreement shall prohibit
the receipt by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder of the required
payments of interest, principal and other amounts owed in respect of the


 




    	 



     


    

 


Junior Lien Obligations so long as such receipt is
not the direct or indirect result of the exercise by any Junior Lien Representative, any Junior Lien Collateral Agent or any other
Junior Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) with respect to the Collateral
or enforcement in contravention of this Agreement of any Lien on the Collateral held by any of them or as a result of any other
violation by any Junior Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise
adversely affects any rights or remedies any Senior Lien Representative, any Senior Lien Collateral Agent or other Limited Secured
Acquisition Claimholder may have with respect to the Senior Lien Collateral.


 


(g)                
Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies any Junior Lien Representative,
any Junior Lien Collateral Agent or any other Junior Lien Claimholder may have with respect to any Junior Lien Collateral that
does not constitute Collateral.


 


4.2               
Actions Upon Breach; Specific Performance. If any Junior Lien Claimholder, in contravention of the terms of this
Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt
to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement,
this Agreement shall create an irrebutable presumption and admission by such Junior Lien Claimholder that relief against such Junior
Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable
harm to the Limited Secured Acquisition Claimholders, it being understood and agreed by each Junior Lien Representative and each
Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder represented by it, that (i) the Limited Secured Acquisition
Claimholders’ damages from actions of any Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable
and (ii) each Junior Lien Claimholder waives any defense that either or both the Company and the Limited Secured Acquisition
Claimholders cannot demonstrate either or both damage and be made whole by the awarding of damages. Each of the Senior Lien Representatives
and Senior Lien Collateral Agents may demand specific performance of this Agreement. Each Junior Lien Representative and each Junior
Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, hereby irrevocably waives
any defense based on the adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific
performance in any action which may be brought by any Senior Lien Representative, any Senior Lien Collateral Agent or any other
Limited Secured Acquisition Claimholder. No provision of this Agreement shall constitute or be deemed to constitute a waiver by
any Senior Lien Representative or any Senior Lien Collateral Agent on behalf of itself and each other Limited Secured Acquisition
Claimholder represented by it, of any right to seek damages from any Person in connection with any breach or alleged breach of
this Agreement.


 


SECTION
5.            
Payments


 


5.1               
Application of Proceeds. So long as the Discharge of Limited Secured Acquisition Obligations has not occurred, whether
or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, any Collateral or any proceeds thereof,
Restricted Assets or any proceeds thereof or Sale Proceeds received in connection with any Collateral Enforcement Action or other
exercise of remedies by any Senior Lien Representative, any Senior Lien Collateral Agent or any Limited Secured Acquisition Claimholder,
shall be applied by the Senior Lien Collateral Agents or the Senior Lien Representatives, as applicable, to the Limited Secured
Acquisition Obligations in such order as specified in the relevant Senior Lien Documents and, if then in effect, the Senior Lien
Intercreditor Agreement; provided, that any non-cash Collateral or non-cash proceeds may be held by the applicable Senior Lien
Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge
of Limited Secured Acquisition Obligations, each Senior Lien Collateral Agent shall (x) unless a Discharge of Junior Lien
Obligations has already occurred, deliver any remaining proceeds of Collateral, Restricted Assets and Sale Proceeds held by it
to the Junior Lien Collateral Agent, to be applied by the Junior Lien Collateral Agent and the other Junior Lien Collateral Agents
or Junior Lien Representatives, as applicable, to the applicable Junior Lien Obligations in such order as specified in the applicable
Junior Lien Documents and (y) if a Discharge of Junior Lien Obligations has already occurred, deliver such proceeds of Collateral,
Restricted Assets and Sale Proceeds to the Company or to whomever may be lawfully entitled to receive the same.


 


5.2               
Payments Over.


 




    	 



     


    

 


(a)                
So long as the Discharge of Limited Secured Acquisition Obligations has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against the Company, any Collateral or any proceeds thereof, Restricted Assets or proceeds
thereof and all Sale Proceeds received by any Junior Lien Representative, Junior Lien Collateral Agent or any other Junior Lien
Claimholder in connection with any Collateral Enforcement Action or other exercise of any right or remedy relating to the Collateral
or the Restricted Assets, in all cases shall be segregated and held in trust and forthwith paid over to the Designated Senior Lien
Collateral Agent for the benefit of the Limited Secured Acquisition Claimholders in the same form as received, with any necessary
endorsements (which endorsements shall be without recourse and without any representations or warranties) or as a court of competent
jurisdiction may otherwise direct. The Designated Senior Lien Collateral Agent is hereby authorized to make any such endorsements
as agent for the Junior Lien Representatives, Junior Lien Collateral Agents or any such other Junior Lien Claimholder. This authorization
is coupled with an interest and is irrevocable until the Discharge of Limited Secured Acquisition Obligations.


 


(b)                
So long as the Discharge of Limited Secured Acquisition Obligations has not occurred, if in any Insolvency or Liquidation
Proceeding any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall receive
any distribution of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any assets
or proceeds subject to Liens that have been avoided or otherwise invalidated), such money or other property shall be segregated
and held in trust and forthwith paid over to the Designated Senior Lien Collateral Agent for the benefit of the Limited Secured
Acquisition Claimholders in the same form as received, with any necessary endorsements (which endorsements shall be without recourse
and without any representations or warranties). Any Lien on the Collateral received by any Junior Lien Representative, any Junior
Lien Collateral Agent or any other Junior Lien Claimholder in respect of any of the Junior Lien Obligations in any Insolvency or
Liquidation Proceeding shall be subject to the terms of this Agreement.


 


5.3               
Releases.


 


(a)                
If in connection with any Collateral Enforcement Action by any Senior Lien Representative or any Senior Lien Collateral
Agent or any other exercise of any Senior Lien Representative’s or any Senior Lien Collateral Agent’s remedies in respect
of the Collateral, in each case prior to the Discharge of Limited Secured Acquisition Obligations, such Senior Lien Collateral
Agent, for itself or on behalf of any of the Limited Secured Acquisition Claimholders represented by it, releases any of its Liens
on any part of the Collateral, then the Liens, if any, of each Junior Lien Collateral Agent, for itself or for the benefit of the
Junior Lien Claimholders, on such Collateral, shall be automatically, unconditionally and simultaneously released. Each Junior
Lien Representative and each Junior Lien Collateral Agent, for itself or on behalf of any Junior Lien Claimholder represented by
it, shall, within a reasonable time following such request, execute and deliver to the Senior Lien Representatives, Senior Lien
Collateral Agents or the Company, such termination statements, releases and other documents as any Senior Lien Representative,
Senior Lien Collateral Agent or the Company may request in writing to effectively confirm the foregoing releases, provided
that the Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would
violate applicable law or court order.


 


(b)                
If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by the Company (collectively,
a “Disposition”) permitted under the terms of the Senior Lien Documents and not expressly prohibited under the
terms of the Junior Lien Documents (other than in connection with a Collateral Enforcement Action or other exercise of any one
or more Senior Lien Representative’s and Senior Lien Collateral Agent’s remedies in respect of the Collateral, which
shall be governed by Section 5.3(a) above above), any Senior Lien Collateral Agent, for itself or on behalf of any
Limited Secured Acquisition Claimholder represented by it, releases any of its Liens on any part of the Collateral, other than
(A) in connection with, or following, the Discharge of Limited Secured Acquisition Obligations or (B) after the occurrence
and during the continuance of any Event of Default under (and as defined in) any Junior Lien Documents, then the Liens, if any,
of each Junior Lien Collateral Agent, for itself or for the benefit of the Junior Lien Claimholders represented by it, on such
Collateral shall be automatically, unconditionally and simultaneously released. Each Junior Lien Representative and each


 




    	 



     


    

 


Junior Lien Collateral Agent, for itself and on behalf
of each other Junior Lien Claimholder represented by it, shall, promptly execute and deliver to the Senior Lien Representatives,
the Senior Lien Collateral Agents or the Company such termination statements, releases and other documents as any Senior Lien Representative,
Senior Lien Collateral Agent or the Company may request to effectively confirm such release, provided that the Junior Lien
Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable
law or court order.


 


(c)                
Until the Discharge of Limited Secured Acquisition Obligations occurs, each Junior Lien Representative and each Junior Lien
Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, hereby irrevocably constitutes
and appoints the Designated Senior Lien Collateral Agent and any officer or agent of the Designated Senior Lien Collateral Agent,
with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of such Junior Lien Representative, such Junior Lien Collateral Agent and such Junior Lien Claimholders or in the Designated
Senior Lien Collateral Agent’s own name, from time to time in the Designated Senior Lien Collateral Agent’s discretion,
for the purpose of carrying out the terms of this Section 5.3, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.3, including
any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the
Discharge of Limited Secured Acquisition Obligations.


 


(d)                
Until the Discharge of Limited Secured Acquisition Obligations occurs, to the extent that any Senior Lien Collateral Agent,
any Senior Lien Representative or Limited Secured Acquisition Claimholders (i) has released any Lien on Collateral and any
such Liens are later reinstated or (ii) obtains any new Liens from the Company, then each Junior Lien Collateral Agent, for
itself and for the Junior Lien Claimholders represented by it, shall be granted a Lien on any such Collateral (except to the extent
such Lien represents a Junior Lien Declined Lien with respect to the Junior Lien Debt represented by such Junior Lien Collateral
Agent), subject to the lien subordination provisions of this Agreement, and each Junior Lien Representative, for itself and for
the Junior Lien Claimholders represented by it, shall be granted an additional lien.


 


5.4               
Insurance. Unless and until the Discharge of Limited Secured Acquisition Obligations has occurred, the Senior Lien
Representatives, the Senior Lien Collateral Agents and the other Limited Secured Acquisition Claimholders shall have the sole and
exclusive right, subject to the rights of the Company under the Senior Lien Documents, to adjust settlement for any insurance policy
covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding
(or any deed in lieu of condemnation) affecting the Collateral. Subject to the rights of the Company under the Senior Lien Documents,
all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect
of the Collateral shall be applied in the order of priority set forth in Section 5.1. Until the Discharge of Limited Secured
Acquisition Obligations has occurred, if any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien
Claimholder shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention
of this Agreement, then it shall segregate and hold in trust and forthwith pay such proceeds over to the Designated Senior Lien
Collateral Agent in accordance with the terms of Section 5.2.


 


5.5               
Amendments to Senior Lien Documents and Junior Lien Documents.


 


(a)                
The Senior Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time in accordance with their terms and the Limited Secured Acquisition Claims of any Series may be Refinanced subject
to Section 5.8 and Section 8.7, in each case, without notice to, or the consent of, any Junior Lien Representative,
any Junior Lien Collateral Agent or any other Junior Lien Claimholder, all without affecting the lien subordination or other provisions
of this Agreement; provided that any such amendment, supplement or modification or Refinancing is not inconsistent with
the terms of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt or their agent bind themselves
in a writing addressed to each Junior Lien Collateral Agent to the terms of this Agreement.


 




    	 



     


    

 


(b)                
The Junior Lien Documents may be amended, restated, amended and restated, supplemented or otherwise modified from time to
time in accordance with their terms and the Junior Lien Debt of any Series may be Refinanced subject to Section 5.8
and Section 8.7, in each case, without notice to, or the consent of, any Senior Lien Representative, any Senior Lien
Collateral Agent or any other Limited Secured Acquisition Claimholder, all without affecting the lien subordination or other provisions
of this Agreement, provided that any such amendment, restatement, supplement or modification or Refinancing is not inconsistent
with the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt or their agent bind
themselves in a writing addressed to each Senior Lien Collateral Agent to the terms of this Agreement.


 


5.6               
Confirmation of Subordination in Junior Lien Collateral Documents. The Company agrees that each Junior Lien Collateral
Document relating to any Collateral shall include the following language (or language to similar effect approved by the Designated
Senior Lien Collateral Agent):


 


“Notwithstanding anything herein to the contrary,
the lien and security interest granted to the [collateral agent] pursuant to this Agreement and the exercise of any right or remedy
by the [collateral agent] hereunder are subject to the provisions of the Limited Secured Acquisition Debt Intercreditor Agreement,
dated as of [                    ]
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Limited Secured
Acquisition Debt Intercreditor Agreement”), among [                    ],
as Initial Senior Lien Representative, [        ], as Initial Senior Lien Collateral Agent,
[                    ], as
Initial Junior Lien Representative, [            ], as Initial Junior
Lien Collateral Agent and certain other persons party to the Limited Secured Acquisition Debt Intercreditor Agreement or that may
become party thereto from time to time. In the event of any conflict between the terms of the Limited Secured Acquisition Debt
Intercreditor Agreement and this Agreement, the terms of the Limited Secured Acquisition Debt Intercreditor Agreement shall govern
and control.”


 


5.7               
Gratuitous Bailee/Agent for Perfection; Rights of Initial Senior Collateral Agent and Initial Senior Lien Representative.


 


(a)                
Each Senior Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in
the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien
thereon under the UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the Limited Secured
Acquisition Claimholders and gratuitous bailee for the Junior Lien Collateral Agents (such bailment being intended, among other
things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof
solely for the purpose of perfecting the security interest granted under the Senior Lien Documents and the Junior Lien Documents,
respectively, subject to the terms and conditions of this Section 5.7. Solely with respect to any deposit accounts
under the control (within the meaning of Section 9-104 of the UCC) of any Senior Lien Collateral Agent, such Senior Lien Collateral
Agent hereby agrees to also hold control over such deposit accounts as gratuitous agent for the Junior Lien Collateral Agents,
subject to the terms and conditions of this Section 5.7.


 


(b)                
No Senior Lien Collateral Agent shall have any obligation whatsoever to the Junior Lien Representatives, the Junior Lien
Collateral Agents or the Junior Lien Claimholders to ensure that the Pledged Collateral is genuine or owned by the Company, to
perfect the security interests of the Junior Lien Collateral Agents or other Junior Lien Claimholders or to preserve rights or
benefits of any Person except as expressly set forth in this Section 5.7. The duties or responsibilities of any Senior
Lien Collateral Agent under this Section 5.7 shall be limited solely to holding the Pledged Collateral as gratuitous
bailee (and with respect to deposit accounts, agent) in accordance with this Section 5.7 and delivering the Pledged
Collateral upon a Discharge of Limited Secured Acquisition Obligations as provided in paragraph (d) below.


 


(c)                
No Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder shall have by reason of the Senior
Lien Collateral Documents, the Junior Lien Collateral Documents, this Agreement or any other document, a fiduciary relationship
in respect of any Junior Lien Representative or


 




    	 



     


    

 


any other Junior Lien Claimholder and the Junior Lien
Representatives, the Junior Lien Collateral Agents and the Junior Lien Claimholders hereby waive and release the Senior Lien Collateral
Agents and the other Limited Secured Acquisition Claimholders from all claims and liabilities arising pursuant to any Senior Lien
Collateral Agent’s role under this Section 5.7 as gratuitous bailee and gratuitous agent with respect to the
Pledged Collateral. It is understood and agreed that the interests of the Senior Lien Collateral Agents and the other Limited Secured
Acquisition Claimholders, on the one hand, and the Junior Lien Representatives, the Junior Lien Collateral Agents and the other
Junior Lien Claimholders on the other hand, may differ and the Senior Lien Collateral Agents and the other Limited Secured Acquisition
Claimholders shall be fully entitled to act in their own interest without taking into account the interests of the Junior Lien
Representatives, the Junior Lien Collateral Agents or other Junior Lien Claimholders.


 


(d)                
Upon the Discharge of Limited Secured Acquisition Obligations, each Senior Lien Collateral Agent shall deliver the remaining
Pledged Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse
and without any representation or warranty), (x) unless a Discharge of Junior Lien Obligations has not already occurred, to
the Junior Lien Collateral Agent and (y) if a Discharge of Junior Lien Obligations has already occurred, to the Company or
to whomever may be lawfully entitled to receive the same. Following the Discharge of Limited Secured Acquisition Obligations, each
Senior Lien Collateral Agent further agrees to take all other action required or requested by any Junior Lien Collateral Agent
at the expense of the Company in connection with the Junior Lien Collateral Agents obtaining a first-priority security interest
in the Collateral. After the Discharge of Limited Secured Acquisition Obligations has occurred, upon the Discharge of Junior Lien
Obligations, each Junior Lien Collateral Agent shall deliver the remaining Pledged Collateral in its possession (if any) together
with any necessary endorsements (which endorsement shall be without recourse and without any representation or warranty, to the
Company or to whomever may be lawfully entitled to receive the same.


 


(e)                
Upon execution of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following
such requirements or requests, (x) enter into such documents and agreements as the Company or the Initial Senior Lien Representative
and/or the Initial Senior Lien Collateral Agent or Initial Senior Lien Representative shall reasonably request in order to provide
to the Initial Senior Lien Collateral Agent and Initial Senior Lien Representative the rights contemplated hereby, in each case
consistent in all material respects with the terms of this Agreement and (y) deliver to such Initial Senior Lien Collateral
Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Initial Senior Lien Collateral
Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative or Junior Lien Collateral
Agent shall not be required to take any action if such actions would violate applicable law or court order.


 


5.8               
When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Limited Secured
Acquisition Obligations has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien
Documents evidencing a Limited Secured Acquisition Obligation, then such Discharge of Limited Secured Acquisition Obligations shall
automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any actions taken as
a result of the occurrence of such first Discharge of Limited Secured Acquisition Obligations), and, from and after the date on
which the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each
becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable
Senior Lien Documents shall automatically be treated as Limited Secured Acquisition Obligations for all purposes of this Agreement,
including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Additional Senior Lien
Representative and the Additional Senior Lien Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative
and Senior Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company
in accordance with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall,
promptly following such requests, (x) enter into such documents and agreements (including amendments or supplements to this
Agreement) as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral
Agent shall reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien
Collateral Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement
and (y) deliver to such Additional Senior Lien Collateral Agent any


 




    	 



     


    

 


Pledged Collateral held by it together with any necessary endorsements
(or otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the
Junior Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate
applicable law or court order. If the Additional Limited Secured Acquisition Obligations under the Additional Senior Lien Documents
in respect of such Refinancing are secured by assets of the Company constituting Collateral that do not also secure the Junior
Lien Obligations, then the Junior Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the
same extent provided in the Junior Lien Collateral Documents and this Agreement except to the extent, with respect to any Series
of Junior Lien Obligations, such Lien on such assets constitutes a Junior Lien Declined Lien.


 


SECTION
6.            
Insolvency or Liquidation Proceedings.


 


6.1               
Finance and Sale Issues. Until the Discharge of Limited Secured Acquisition Obligations has occurred, if the Company
shall be subject to any Insolvency or Liquidation Proceeding and any Senior Lien Representative shall desire to permit the use
of “Cash Collateral” (as such term is defined in Section 363(a) of the Bankruptcy Code) on which such Senior Lien
Representative, such Senior Lien Collateral Agent or any other creditor has a Lien, or to permit the Company to obtain financing
secured by the Collateral, whether from the Limited Secured Acquisition Claimholders or any other Person under Section 364
of the Bankruptcy Code or any similar Bankruptcy Law (“DIP Financing”), then each Junior Lien Representative
and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, will not
object to such Cash Collateral use or DIP Financing (including any proposed orders for either or both such Cash Collateral use
and DIP Financing which are acceptable to any Senior Lien Representative) and to the extent the Liens securing the Limited Secured
Acquisition Obligations are subordinated to or pari passu with such DIP Financing, each Junior Lien Collateral Agent will subordinate
its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating thereto) and each Junior Lien
Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented
by it, will not request adequate protection or any other relief in connection therewith with respect to its interests in the Collateral
(except as expressly agreed by the Designated Senior Lien Representative or to the extent permitted by Section 6.3); provided
that the Junior Lien Representatives and the other Junior Lien Claimholders retain the right to object to any ancillary agreements
or arrangements regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests and retain
the right to any use of Cash Collateral which constitutes Junior Lien Collateral that is not Collateral or DIP Financing to the
extent secured by Junior Lien Collateral that is not Collateral. No Junior Lien Claimholder may provide DIP Financing to the Company
secured by Liens equal or senior in priority to the Liens securing any Limited Secured Acquisition Obligations. Each Junior Lien
Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented
by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a motion to sell,
liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite Limited Secured Acquisition
Claimholders have consented to such sale, liquidation or other disposition. Each Junior Lien Representative and each Junior Lien
Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it will
not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition,
including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the
requisite Limited Secured Acquisition Claimholders have consented to (i) such retention of professionals and bid procedures
in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such
assets, in which event the Junior Lien Claimholders will be deemed to have consented to the sale or disposition of Collateral pursuant
to Section 363(f) of the Bankruptcy Code and such order does not materially impair the rights of the Junior Lien Claimholders
under Section 363(k) of the Bankruptcy Code.


 


6.2               
Relief from the Automatic Stay. Until the Discharge of Limited Secured Acquisition Obligations has occurred, each
Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, agrees that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic
stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Collateral or the Restricted Assets, without
the prior written consent of all of the Senior Lien Representatives, unless a motion for adequate protection permitted under Section 6.3
has been denied by a bankruptcy court or (ii) oppose (or support any other Person in opposing) any request by any Senior Lien
Representative or Senior Lien Collateral Agent for relief from such stay in respect of the Collateral.


 




    	 



     


    

 


6.3               
Adequate Protection.


 


(a)                
Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, agrees that none of them shall contest (or support any other Person contesting):


 


(1)                
any request by any Senior Lien Representative, any Senior Lien Collateral Agent or other Limited Secured Acquisition Claimholder
for adequate protection of its interests in the Collateral under any Bankruptcy Law; or


 


(2)                
any objection by any Senior Lien Representative, any Senior Lien Collateral Agent or other Limited Secured Acquisition Claimholder
to any motion, relief, action or proceeding based on such Senior Lien Representative, Senior Lien Collateral Agent or Limited Secured
Acquisition Claimholder claiming a lack of adequate protection of its interests in the Collateral.


 


(b)                
Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding, if the Limited
Secured Acquisition Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral in
connection with any  Cash Collateral use or DIP Financing, then each Junior Lien Collateral
Agent, for itself or on behalf of any other Junior Lien Claimholder represented by it, may seek or request adequate protection
in the form of a Lien on such additional collateral, which Lien will be subordinated to the Liens securing the Limited Secured
Acquisition Obligations and such Cash Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis
as the other Liens securing the Junior Lien Obligations are so subordinated to the Limited Secured Acquisition Obligations under
this Agreement.


 


6.4               
No Waiver. Subject to Section 6.7(b), nothing contained herein shall prohibit or in any way limit any Senior
Lien Representative or any other Limited Secured Acquisition Claimholder from objecting in any Insolvency or Liquidation Proceeding
or otherwise to any action taken by any Junior Lien Representative or any other Junior Lien Claimholder with respect to the Collateral,
including the seeking by any Junior Lien Representative or any other Junior Lien Claimholder of adequate protection in respect
of their interests in the Collateral or the asserting by any Junior Lien Representative or any other Junior Lien Claimholder of
any of its rights and remedies with respect to the Collateral under the Junior Lien Documents or otherwise.


 


6.5               
Avoidance Issues. If any Limited Secured Acquisition Claimholder is required in any Insolvency or Liquidation Proceeding
or otherwise to turn over or otherwise pay to the estate of the Company any amount paid in respect of Limited Secured Acquisition
Obligations (a “Recovery”), then such Limited Secured Acquisition Claimholder shall be entitled to a
reinstatement of its Limited Secured Acquisition Obligations with respect to all such recovered amounts on the date of such Recovery,
and from and after the date of such reinstatement the Discharge of Limited Secured Acquisition Obligations shall be deemed not
to have occurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery, this Agreement
shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of the parties hereto from such date of reinstatement. This Section 6.5 shall survive termination of
this Agreement.


 


6.6               
Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor
secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization, arrangement,
compromise or liquidation or similar dispositive restructuring plan, both on account of Limited Secured Acquisition Obligations
and on account of Junior Lien Obligations, then, to the extent the debt obligations distributed on account of the Limited Secured
Acquisition Obligations and on account of the Junior Lien Obligations are secured by Liens upon the same property, the provisions
of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect
to the Liens securing such debt obligations.


 


6.7               
Post-Petition Interest.


 




    	 



     


    

 


(a)                
None of any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall oppose
or seek to challenge any claim by any Senior Lien Representative, any Senior Lien Collateral Agent or any other Limited Secured
Acquisition Claimholder for allowance in any Insolvency or Liquidation Proceeding of Limited Secured Acquisition Obligations consisting
of Post-Petition Interest to the extent of the value of the Lien of the Senior Lien Collateral Agents on behalf of the Limited
Secured Acquisition Claimholders on the Collateral or any other Limited Secured Acquisition Claimholder’s Lien on the Collateral,
without regard to the existence of the Liens of the Junior Lien Collateral Agents or the other Junior Lien Claimholders on the
Collateral.


 


(b)                
None of any Senior Lien Representative, Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder
shall oppose or seek to challenge any claim by any Junior Lien Representative, Junior Lien Collateral Agent or any other Junior
Lien Claimholder for allowance in any Insolvency or Liquidation Proceeding of Junior Lien Obligations consisting of Post-Petition
Interest to the extent of the value of the Lien of the Junior Lien Collateral Agents, on behalf of the Junior Lien Claimholders,
on the Collateral (after taking into account the amount of the Limited Secured Acquisition Obligations).


 


6.8               
Waiver. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other
Junior Lien Claimholder represented by it, waives any claim it may hereafter have against any Limited Secured Acquisition Claimholder
arising out of the election of any Limited Secured Acquisition Claimholder of the application of Section 1111(b)(2) of the
Bankruptcy Code, and out of any cash collateral or financing arrangement or out of any grant of a security interest in connection
with the Collateral in any Insolvency or Liquidation Proceeding so long as such actions are not in express contravention of the
terms of this Agreement.


 


6.9               
Separate Grants of Security and Separate Classification. Each Junior Lien Representative and each Junior Lien Collateral
Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, and each Senior Lien Representative and
each Senior Lien Collateral Agent, for itself and on behalf of each other Limited Secured Acquisition Claimholder represented by
it, acknowledges and agrees that:


 


(a)                
the grants of Liens pursuant to the Senior Lien Collateral Documents and the Junior Lien Collateral Documents constitute
two separate and distinct grants of Liens; and


 


(b)                
because of, among other things, their differing rights in the Collateral, the Junior Lien Obligations are fundamentally
different from the Limited Secured Acquisition Obligations and must be separately classified in any plan of reorganization proposed
or adopted in an Insolvency or Liquidation Proceeding.


 


To further effectuate the intent of the
parties as provided in the immediately preceding sentence, if it is held that the claims of the Limited Secured Acquisition Claimholders
and the Junior Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of
senior and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall
be made as if there were separate classes of senior and junior secured claims against the Company in respect of the Collateral
(with the effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring
all claims held by the Junior Lien Claimholders), the Limited Secured Acquisition Claimholders shall be entitled to receive, in
addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or
that would be owing if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest
(including any additional interest payable pursuant to the Senior Lien Documents, arising from or related to a default, which is
disallowed as a claim in any Insolvency or Liquidation Proceeding) before any distribution is made in respect of the claims held
by the Junior Lien Claimholders with respect to the Collateral, with each Junior Lien Representative and each Junior Lien Collateral
Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, hereby acknowledging and agreeing to turn
over to the Designated Senior Lien Collateral Agent, for itself and on behalf of each other Limited Secured Acquisition Claimholder,
Collateral or proceeds of Collateral otherwise received or receivable by them to the extent necessary to effectuate the intent
of this sentence, even if such turnover has the effect of reducing the claim or recovery of the Junior Lien Claimholders).


 




    	 



     


    

 


6.10           
Effectiveness in Insolvency or Liquidation Proceedings. The Parties acknowledge that this Agreement is a “subordination
agreement” under section 510(a) of the Bankruptcy Code, which will be effective before, during and after the commencement
of an Insolvency or Liquidation Proceeding. All references in this Agreement to the Company will include such Person as a debtor-in-possession
and any receiver or trustee for such Person in an Insolvency or Liquidation Proceeding.


 


SECTION
7.            
 Reliance; Waivers.


 


7.1               
Reliance. Other than any reliance on the terms of this Agreement, each Senior Lien Representative and each Senior
Lien Collateral Agent, on behalf of itself and each other Limited Secured Acquisition Claimholder represented by it, acknowledges
that it and such Limited Secured Acquisition Claimholders have, independently and without reliance on any Junior Lien Representative,
any Junior Lien Collateral Agent or any other Junior Lien Claimholder, and based on documents and information deemed by them appropriate,
made their own credit analysis and decision to enter into each of the Senior Lien Documents and be bound by the terms of this Agreement
and they will continue to make their own credit decision in taking or not taking any action under the Senior Lien Documents or
this Agreement. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior
Lien Claimholder represented by it, acknowledges that it and such Junior Lien Claimholders have, independently and without reliance
on any Senior Lien Representative, any Senior Lien Collateral Agent or any other Limited Secured Acquisition Claimholder, and based
on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into each of the
Junior Lien Documents and be bound by the terms of this Agreement and they will continue to make their own credit decision in taking
or not taking any action under the Junior Lien Documents or this Agreement.


 


7.2               
No Warranties or Liability. Each Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of itself
and each other Limited Secured Acquisition Claimholder represented by it, acknowledges and agrees that no Junior Lien Representative
or other Junior Lien Claimholder has made any express or implied representation or warranty, including with respect to the execution,
validity, legality, completeness, collectability or enforceability of any of the Junior Lien Documents, the ownership of any Collateral
or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Junior Lien Claimholders will be entitled
to manage and supervise their respective extensions of credit under the Junior Lien Documents in accordance with law and as they
may otherwise, in their sole discretion, deem appropriate. Each Junior Lien Representative and each Junior Lien Collateral Agent,
on behalf of itself and each other Junior Lien Claimholder represented by it, acknowledges and agrees that no Senior Lien Representative
or other Limited Secured Acquisition Claimholder has made any express or implied representation or warranty, including with respect
to the execution, validity, legality, completeness, collectability or enforceability of any of the Senior Lien Documents, the ownership
of any Collateral or the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Limited Secured
Acquisition Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the Senior
Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Junior Lien Representatives,
the Junior Lien Collateral Agents and the other Junior Lien Claimholders shall have no duty to the Senior Lien Representatives,
the Senior Lien Collateral Agents or any of the other Limited Secured Acquisition Claimholders, and the Senior Lien Representatives,
the Senior Lien Collateral Agents and the other Limited Secured Acquisition Claimholders shall have no duty to the Junior Lien
Representative, the Junior Lien Collateral Agents or any of the other Junior Lien Claimholders, to act or refrain from acting in
a manner which allows, or results in, the occurrence or continuance of an event of default or default under any agreements with
the Company (including the Senior Lien Documents and the Junior Lien Documents), regardless of any knowledge thereof which they
may have or be charged with.


 


7.3               
No Waiver of Lien Priorities.


 


(a)                
No right of the Limited Secured Acquisition Claimholders, the Senior Lien Representatives, the Senior Lien Collateral Agents
or any of them to enforce any provision of this Agreement or any Senior Lien Documents shall at any time in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any act or failure to act by any Limited Secured Acquisition
Claimholder, Senior Lien Representative or Senior Lien Collateral Agent, or by any noncompliance by any Person with the terms,
provisions and covenants of this Agreement, any of the Senior Lien Documents or any of the Junior Lien Documents, regardless of
any knowledge thereof which


 




    	 



     


    

 


any Senior Lien Representative, Senior Lien Collateral
Agent or any Limited Secured Acquisition Claimholder, or any of them, may have or be otherwise charged with.


 


(b)                
Except as otherwise expressly provided herein, each Junior Lien Representative and each Junior Lien Collateral Agent, on
behalf of itself and each other Junior Lien Claimholder represented by it, also agrees that the Limited Secured Acquisition Claimholders,
the Senior Lien Representatives and the Senior Lien Collateral Agents shall have no liability to such Junior Lien Representative,
such Junior Lien Collateral Agent or any such Junior Lien Claimholders, and such Junior Lien Representative and such Junior Lien
Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, hereby waives any claim against
any Limited Secured Acquisition Claimholder, any Senior Lien Representative or any Senior Lien Collateral Agent arising out of
any and all actions which the Limited Secured Acquisition Claimholders, any Senior Lien Representative or any Senior Lien Collateral
Agent may take or permit or omit to take with respect to:


 


(1)                
the Senior Lien Documents (other than this Agreement);


 


(2)                
the collection of the Limited Secured Acquisition Obligations; or


 


(3)                
the foreclosure upon, or sale, liquidation or other disposition of, any Senior Lien Collateral.


 


Each Junior Lien Representative and each
Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees that the Limited
Secured Acquisition Claimholders, the Senior Lien Representatives and the Senior Lien Collateral Agents have no duty to them in
respect of the maintenance or preservation of the Collateral, the Limited Secured Acquisition Obligations or otherwise.


 


(c)                
Until the Discharge of Limited Secured Acquisition Obligations, each Junior Lien Representative and each Junior Lien Collateral
Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees not to assert and hereby waives, to
the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of
any marshaling, appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to
any Collateral or any other similar rights a junior secured creditor in respect of their interests in the Collateral may have under
applicable law.


 


7.4               
Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Lien Representatives,
the Senior Lien Collateral Agents and the other Limited Secured Acquisition Claimholders and the Junior Lien Representatives, the
Junior Lien Collateral Agents and the other Junior Lien Claimholders, respectively, hereunder shall remain in full force and effect
irrespective of:


 


(a)                
any lack of validity or enforceability of any Senior Lien Documents or any Junior Lien Documents;


 


(b)                
except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in
any other terms of, all or any of the Limited Secured Acquisition Obligations or Junior Lien Obligations, or any amendment or waiver
or other modification, including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of
any Senior Lien Documents or any Junior Lien Documents;


 


(c)                
except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any
other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all
or any of the Limited Secured Acquisition Obligations or Junior Lien Obligations or any guaranty thereof;


 


(d)                
the commencement of any Insolvency or Liquidation Proceeding in respect of the Company; or


 




    	 



     


    

 


(e)                
any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Company in respect
of any Senior Lien Representative, any Senior Lien Collateral Agent, the Limited Secured Acquisition Obligations, any Limited Secured
Acquisition Claimholder, any Junior Lien Representative, any Junior Lien Collateral Agent, the Junior Lien Obligations or any Junior
Lien Claimholder in respect of this Agreement.


 


SECTION
8.            
Miscellaneous.


 


8.1               
Integration/Conflicts. This Agreement, the Senior Lien Documents and the Junior Lien Documents represent the entire
agreement by and among the Company, the Limited Secured Acquisition Claimholders and the Junior Lien Claimholders with respect
to the subject matter hereof and thereof, and supersede any and all previous agreements and understandings, oral or written, relating
to the subject matter hereof and thereof. There are no promises, undertakings, representations or warranties by the Limited Secured
Acquisition Claimholders or the Junior Lien Claimholders relative to the subject matter hereof and thereof not expressly set forth
or referred to herein or therein. In the event of any conflict between the provisions of this Agreement and the provisions of the
Senior Lien Documents or the Junior Lien Documents, the provisions of this Agreement shall govern and control.


 


8.2               
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed
and delivered by the parties hereto. This is a continuing agreement of lien subordination and the Limited Secured Acquisition Claimholders
may continue, at any time and without notice to any Junior Lien Representative or any other Junior Lien Claimholder, to extend
credit and other financial accommodations and lend monies to or for the benefit of the Company or Centrus constituting Limited
Secured Acquisition Obligations in reliance hereon. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf
of itself and each other Junior Lien Claimholder represented by it, hereby waives any right it may have under applicable law to
revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue
in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations
to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to those of the invalid, illegal or unenforceable provisions. All references to the Company shall include the Company
as debtor and debtor-in-possession and any receiver, trustee or similar person acting for the Company (as the case may be) in any
Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:


 


(a)                
with respect to any Senior Lien Representative and any Senior Lien Collateral Agent, the Limited Secured Acquisition Claimholders
represented by them and their Limited Secured Acquisition Obligations, on the date on which the Limited Secured Acquisition Obligations
of such Limited Secured Acquisition Claimholders are Discharged, subject to the rights of such Limited Secured Acquisition Claimholders
under Sections 5.8 and 6.5; and


 


(b)                
with respect to any Junior Lien Representative and any Junior Lien Collateral Agent, the Junior Lien Claimholders represented
by them and their Junior Lien Obligations, on the date on which the Junior Lien Obligations of such Junior Lien Claimholders are
Discharged subject to the rights of such Junior Lien Claimholders under Sections 5.8 and 6.5;


 


provided, however, that in each case, such termination
shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.


 


8.3               
Amendments; Waivers.


 


(a)                
No amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same
shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only
with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations
of the


 




    	 



     


    

 


other parties to such party in any other respect or
at any other time. Notwithstanding the foregoing, the Company shall not have any right to consent to or approve any amendment,
modification or waiver of any provision of this Agreement except to the extent their rights are directly and adversely affected.


 


(b)                
Notwithstanding the foregoing, without the consent of any Limited Secured Acquisition Claimholder or Junior Lien Claimholder,
any Representative and Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance
with Section 8.7 of this Agreement and upon such execution and delivery, such Representative and Collateral Agent and
the Additional Limited Secured Acquisition Claimholders and Additional Limited Secured Acquisition Obligations or Additional Junior
Lien Claimholders and Additional Junior Lien Obligations of the Series for which such Representative and Collateral Agent is acting
shall be subject to the terms hereof.


 


(c)                
Notwithstanding the foregoing, without the consent of any other Representative, Collateral Agent or Limited Secured Acquisition
Claimholder, the Designated Senior Lien Representative may effect amendments and modifications to this Agreement to the extent
necessary to reflect any incurrence of any Additional Limited Secured Acquisition Obligations or Additional Junior Lien Obligations
in compliance with this Agreement.


 


8.4               
Information Concerning Financial Condition of the Company and its Subsidiaries. The Senior Lien Representatives,
the Senior Lien Collateral Agents and the Limited Secured Acquisition Claimholders, on the one hand, and the holders of the Junior
Lien Obligations, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition
of the Company and its Subsidiaries and any endorsers or guarantors of the Limited Secured Acquisition Obligations or the Junior
Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Limited Secured Acquisition Obligations
or the Junior Lien Obligations. The Senior Lien Representatives, the Senior Lien Collateral Agents and the other Limited Secured
Acquisition Claimholders, on the one hand, and the Junior Lien Representatives, the Junior Lien Collateral Agents and any other
Junior Lien Claimholder, on the other hand, shall have no duty to advise of information known to it or them regarding such condition
or any such circumstances or otherwise. In the event any Claimholder, in its sole discretion, undertakes at any time or from time
to time to provide any such information to any other Claimholder, it shall be under no obligation:


 


(a)                
to make, and such Claimholder shall not make, any express or implied representation or warranty, including with respect
to the accuracy, completeness, truthfulness or validity of any such information so provided;


 


(b)                
to provide any additional information or to provide any such information on any subsequent occasion;


 


(c)                
to undertake any investigation; or


 


(d)                
to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to
maintain confidential or is otherwise required to maintain confidential.


 


8.5               
Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that any
of the Junior Lien Representatives, the Junior Lien Collateral Agents or the other Junior Lien Claimholders pays over to any of
the Senior Lien Representatives, the Senior Lien Collateral Agents or the other Limited Secured Acquisition Claimholders under
the terms of this Agreement, such Junior Lien Claimholders, Junior Lien Representatives and Junior Lien Collateral Agents shall
be subrogated to the rights of such Senior Lien Representatives, Senior Lien Collateral Agents and Limited Secured Acquisition
Claimholders; provided that each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each
other Junior Lien Claimholder represented by it, hereby agrees not to assert or enforce any such rights of subrogation it may acquire
as a result of any payment hereunder until the Discharge of Limited Secured Acquisition Obligations has occurred. The Company acknowledges
and agrees that the value of any payments or distributions in cash, property or other assets received by any Junior Lien Representative,
Junior Lien Collateral Agent or other Junior Lien Claimholder


 




    	 



     


    

 


that are paid over to any Senior Lien Representative, Senior
Lien Collateral Agent or other Limited Secured Acquisition Claimholder pursuant to this Agreement shall not reduce any of the Junior
Lien Obligations.


 


8.6               
Application of Payments. All payments received by any Senior Lien Representative, Senior Lien Collateral Agent or
other Limited Secured Acquisition Claimholder may be applied, reversed and reapplied, in whole or in part, to such part of the
Limited Secured Acquisition Obligations provided for in the Senior Lien Documents (subject to the Senior Lien Intercreditor Agreement,
if then in effect). Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior
Lien Claimholder represented by it, agrees to any extension or postponement of the time of payment of the Limited Secured Acquisition
Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any
Lien which may at any time secure any part of the Limited Secured Acquisition Obligations and to the addition or release of any
other Person primarily or secondarily liable therefor.


 


8.7               
Additional Limited Secured Acquisition Claims and Additional Junior Debt.


 


(a)                
To the extent, but only to the extent, permitted by the provisions of the Senior Lien Documents and the Junior Lien Documents
and Section 5.5, the Company may incur or issue or guarantee any Additional Limited Secured Acquisition Claims and
one or more series or classes of Indebtedness that Refinances any Initial Junior Lien Debt and that the Company designates as Additional
Junior Lien Debt.


 


Any such series or class of Additional Limited
Secured Acquisition Claims may be secured by a first-priority, senior Lien on the Collateral, in each case under and pursuant to
the Senior Lien Collateral Documents for such Series of Additional Limited Secured Acquisition Claims. The Senior Lien Representative
and Senior Lien Collateral Agent in respect of any Additional Limited Secured Acquisition Claims shall become a party hereto by
satisfying the conditions set forth in clauses (1) through (3) of Section 8.7(b).


 


Any such Additional Junior Lien Debt may
be secured by a junior-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Junior Lien
Collateral Documents for such Series of Additional Junior Lien Debt, if and subject to the condition, the Additional Junior Lien
Representative and Additional Junior Lien Collateral Agent of any such Additional Junior Lien Debt each becomes a party to this
Agreement by satisfying the conditions set forth in clauses (1) through (3) of Section 8.7(b). Upon any Additional
Junior Lien Representative and Additional Junior Lien Collateral Agent so becoming a party hereto, all Additional Junior Lien Obligations
of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof
and thereof.


 


(b)                
In order for an Additional Representative and an Additional Collateral Agent to become a party to this Agreement:


 


(1)                
such Additional Representative and such Additional Collateral Agent shall have executed and delivered to each other then-existing
Representative a Joinder Agreement substantially in the form of Exhibit A hereto (if such Representative is an Additional Junior
Lien Representative and such Collateral Agent is an Additional Junior Lien Collateral Agent, with such changes as may be reasonably
approved by the Designated Senior Lien Representative and such Representative and such Collateral Agent) or Exhibit B hereto (if
such Representative is an Additional Senior Lien Representative and such Collateral Agent is an Additional Senior Lien Collateral
Agent, with such changes as may be reasonably approved by the Designated Senior Lien Representative and such Representative and
such Collateral Agent) pursuant to which such Additional Representative becomes a Representative hereunder, such Additional Collateral
Agent becomes a Collateral Agent hereunder and the related Limited Secured Acquisition Claimholders or Junior Lien Claimholders,
as applicable, become subject hereto and bound hereby;


 


(2)                
the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the form of
Exhibit C hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated
as Additional Limited Secured Acquisition Claims, or the Indebtedness to be designated as Additional Junior Lien Debt, as applicable,
and the initial aggregate principal amount of such Indebtedness, (B) specify the


 




    	 



     


    

 


name and address of the applicable Additional Representative
and Additional Collateral Agent and (C) certify that such Additional Limited Secured Acquisition Claim or Additional Junior
Lien Debt is permitted to be incurred, secured and guaranteed by each of the Senior Lien Documents and Junior Lien Documents, respectively,
and that the conditions set forth in this Section 8.7 are satisfied with respect to such Additional Limited Secured
Acquisition Claim or Additional Junior Lien Debt, as applicable; and


 


(3)                
the Company shall have delivered to each other Collateral Agent true and complete copies of each of the Senior Lien Documents
or Junior Lien Documents, as applicable, relating to such Additional Limited Secured Acquisition Claims or Additional Junior Lien
Debt, as applicable.


 


(c)                
The Additional Junior Lien Documents or Additional Senior Lien Documents, as applicable, relating to such Additional Obligations
shall provide that each of the applicable Claimholders with respect to such Additional Obligations will be subject to and bound
by the provisions of this Agreement.


 


8.8               
Agency Capacities.


 


(a)                
Except as expressly provided herein, [                    ]
is acting in the capacity of Initial Senior Lien Representative and Initial Senior Lien Collateral Agent solely for the Initial
Limited Secured Acquisition Claimholders. Except as expressly provided herein, each other Representative and Collateral Agent is
acting in the capacity of Representative and Collateral Agent, respectively, solely for the Claimholders under the Senior Lien
Documents or Junior Lien Documents for which it is the named Representative or Collateral Agent, as the case may be, in the applicable
Joinder Agreement.


 


8.9               
Submission to Jurisdiction; Certain Waivers. Each of the Company and each Representative and each Collateral Agent,
on behalf of itself and each other applicable Claimholder represented by it, hereby irrevocably and unconditionally:


 


(a)                
submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents
(whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan,
the courts of the United States for the Southern District of New York sitting in the Borough of Manhattan, and appellate courts
from any thereof;


 


(b)                
agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state
court or, to the fullest extent permitted by applicable law, in such federal court;


 


(c)                
agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law and that nothing in this Agreement or any other Senior Lien Documents
shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or
any other Senior Lien Documents or Junior Lien Documents against the Company or any of its assets in the courts of any jurisdiction;


 


(d)                
waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying
of venue of any action or proceeding arising out of or relating to this Agreement or any other Collateral Document in any court
referred to in paragraph (a) of this Section 8.9 (and irrevocably waives to the fullest extent permitted by applicable
law the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court);


 




    	 



     


    

 


(e)                
consents to service of process in any such proceeding in any such court by registered or certified mail, return receipt
requested, to the applicable party at its address provided in accordance with Section 8.11 (and agrees that nothing
in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law);


 


(f)                 
agrees that service as provided in clause (e) above is sufficient to confer personal jurisdiction over the applicable
party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and


 


(g)                
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive
or consequential damages.


 


8.10           
Waiver of Jury Trial.


 


EACH PARTY HERETO, THE COMPANY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO AND THE COMPANY (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH
PARTY HERETO AND THE COMPANY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. 


 


8.11           
Notices. All notices to the Junior Lien Claimholders and the Limited Secured Acquisition Claimholders permitted or
required under this Agreement shall also be sent to the applicable Junior Lien Representative and the applicable Senior Lien Representative,
respectively. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served,
or sent by facsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or
by courier service and signed for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it
in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto
shall be as set forth below each party’s name on the signature pages hereto or in the Joinder Agreement pursuant to which
it becomes a party hereto, or, as to each party, at such other address as may be designated by such party in a written notice to
all of the other parties.


 


8.12           
Further Assurances. Each Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of itself and
each other Limited Secured Acquisition Claimholder represented by it, each Junior Lien Representative and each Junior Lien Collateral
Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, and the Company agrees that it shall take
such further action and shall execute and deliver such additional documents and instruments (in recordable form) as is required
or any Senior Lien Representative and Senior Lien Collateral Agent or any Junior Lien Representative and Junior Lien Collateral
Agent may request to effectuate the terms of and the Lien priorities contemplated by this Agreement.


 


8.13           
Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 




    	 



     


    

 


8.14           
Binding on Successors and Assigns. This Agreement shall be binding upon the Senior Lien Representatives, the Senior
Lien Collateral Agents, the other Limited Secured Acquisition Claimholders, the Junior Lien Representatives, the Junior Lien Collateral
Agents, the other Junior Lien Claimholders, the Company and its successors and assigns from time to time. If any of the Senior
Lien Representatives, the Senior Lien Collateral Agents, the Junior Lien Representatives or the Junior Lien Collateral Agents resigns
or is replaced pursuant to the Senior Lien Documents or the Junior Lien Documents, as applicable, its successor shall be deemed
to be a party to this Agreement and shall have all the rights of, and be subject to all the obligations of, this Agreement. No
provision of this Agreement will inure to the benefit of a trustee, debtor-in-possession, creditor trust or other representative
of an estate or creditor of the Company, including where any such trustee, debtor-in-possession, creditor trust or other representative
of an estate is the beneficiary of a Lien securing Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation
Proceeding.


 


8.15           
Section Headings. The section headings and table of contents used in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement for any other purpose, be given any substantive effect, affect
the construction hereof or be taken into consideration in the interpretation hereof.


 


8.16           
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed
to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic
transmission (e.g. a document in “pdf” or “tif” format sent by electronic mail) shall be effective as delivery
of a manually executed counterpart hereof.


 


8.17           
Authorization. By its signature, each Person executing this Agreement, on behalf of such Person but not in his or
her personal capacity as a signatory, represents and warrants to the other parties hereto that it is duly authorized to execute
this Agreement.


 


8.18           
Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits
hereof shall inure to the benefit of each of the Limited Secured Acquisition Claimholders and the Junior Lien Claimholders and
their respective successors and assigns from time to time. Each holder of any Limited Secured Acquisition Claim that is not (either
directly or through an agent) a party hereto shall be an express third party beneficiary hereof. The provisions of this Agreement
are and are intended solely for the purpose of defining the relative rights of the Senior Lien Representatives, the Senior Lien
Collateral Agents and the other Limited Secured Acquisition Claimholders on the one hand and the Junior Lien Representatives, the
Junior Lien Collateral Agents and the other Junior Lien Claimholders on the other hand. Nothing herein shall be construed to limit
the relative rights and obligations as among the Limited Secured Acquisition Claimholders or as among the Junior Lien Claimholders;
as among the Limited Secured Acquisition Claimholders, such rights and obligations are governed by, and any provisions herein regarding
them are therefore subject to, the provisions of the Senior Lien Intercreditor Agreement. Other than as set forth in Section 8.3
and in Section 8.7, none of the Company or any other creditor thereof shall have any rights hereunder and neither the Company
nor the Company may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Company,
which are absolute and unconditional, to pay the Limited Secured Acquisition Obligations and the Junior Lien Obligations as and
when the same shall become due and payable in accordance with their terms.


 


8.19           
No Indirect Actions. Unless otherwise expressly stated, if a party may not take an action under this Agreement, then
it may not take that action indirectly, or support any other Person in taking that action directly or indirectly. “Taking
an action indirectly” means taking an action that is not expressly prohibited for the party but is intended by the party
to have substantially the same effects as the prohibited action.


 


8.20           
Relationship with Senior Lien Intercreditor Agreement; No Duty of Senior Claimholders to Non-Parties. This agreement
is solely intended to allocate rights and benefits between the Limited Secured Acquisition Claimholders taken together on the one
hand and the Junior Lien Claimholders taken together on the other hand. As among the Limited Secured Acquisition Claimholders,
their respective rights and benefits may be allocated as agreed among the Limited Secured Acquisition Claimholders in the Senior
Lien Intercreditor Agreement including without limitation as to Lien priority or payment priority all without affecting the terms
of this agreement. Notwithstanding any other provision of this Agreement, no Senior Lien Representative or Senior Lien Collateral
Agent (including, without limitation, the Designated Senior Lien Representative or Designated Senior Lien


 




    	 



     


    

 


Collateral Agent) or other Limited Secured Acquisition Claimholder
shall have any duty or obligation hereunder to any other Senior Lien Representative, Senior Lien Collateral Agent or Limited Secured
Acquisition Claimholder (other than Limited Secured Acquisition Claimholders of its own Series) unless such Senior Lien Representative
and Senior Lien Collateral Agent shall have become an express party hereto and to the Senior Lien Intercreditor Agreement.


 


[Remainder of this page intentionally left
blank]


 


 


 




    	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Limited Secured Acquisition Debt Intercreditor Agreement as of the date first written above.


 


	 	 	 	 
	 	[INSERT NAME]	 
	 	as Initial Senior Lien Representative and as Initial Senior Lien Collateral Agent	 
	 	 	 	 
	 	By:	
	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	[NOTICE ADDRESS]	 
	 	 	 
	 	
        [                    ],

        as Initial Junior Lien Representative

         
	 
	 	 	 	 
	 	By:	
	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	[NOTICE ADDRESS]	 
	 	 	 
	 	
        DELAWARE TRUST COMPANY,

        as Initial Junior Lien Collateral Agent

        
	 
	 	 	 	 
	 	By:	
	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	
        Delaware Trust Company

        2711 Centerville Road, Suite 220

        Wilmington, Delaware 19808
	 

         

          




 


 






    	 



     


    

 





	 	 	 	 
	Acknowledged and Agreed to by:	 
	 	 
	United States Enrichment Corporation	 
	 	 	 
	By:	 	
	 
	 	 	Name:	 
	 	 	Title:	 
	 	 
	
        6901 Rockledge Drive

        Bethesda, MD 20817
	 


 


 




    	 



     


    

 


Exhibit A to the

Limited Secured Acquisition Debt Intercreditor Agreement


 


[FORM OF] LIMITED SECURED ACQUISITION DEBT
JOINDER AGREEMENT NO. [    ] dated as of [        ], 20[    ]
to the LIMITED SECURED ACQUISITION DEBT INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Limited Secured Acquisition Debt Intercreditor Agreement”), among [INSERT
NAME], as Initial Senior Lien Representative and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative,
[INSERT NAME], as Initial Junior Lien Collateral Agent and the additional Representatives[ and Collateral Agents] from time to
time a party thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Limited Secured Acquisition Debt Intercreditor Agreement.


 


The undersigned Additional Junior Lien Representative
(the “New Representative”) and Additional Junior Lien Collateral Agent (the “New Collateral Agent”)
are executing this Joinder Agreement in accordance with the requirements of the Limited Secured Acquisition Debt Intercreditor
Agreement.


 


Accordingly, the New Representative and
the New Collateral Agent agree to be subject to and bound by, the Limited Secured Acquisition Debt Intercreditor Agreement with
the same force and effect as if the New Representative and the New Collateral Agent had originally been named therein as a Junior
Lien Representative and a Junior Lien Collateral Agent, respectively, and each of the New Representative and the New Collateral
Agent, on behalf of itself and each other Additional Junior Lien Claimholder represented by it, hereby agrees to all the terms
and provisions of the Limited Secured Acquisition Debt Intercreditor Agreement applicable to it as a Junior Lien Representative
and a Junior Lien Collateral Agent, respectively, and to the Additional Junior Lien Claimholders represented by it as Junior Lien
Claimholders. and each reference to “Junior Lien Claimholders” shall include the Additional Junior Lien Claimholders
represented by such New Representative and New Collateral Agent. The Limited Secured Acquisition Debt Intercreditor Agreement is
hereby incorporated herein by reference.


 


Each of the New Representative and New Collateral
Agent represents and warrants to the other Representatives, Collateral Agents and the other Claimholders that (i) it has full
power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms and the terms of the Limited Secured Acquisition Debt Intercreditor Agreement and (iii) the
Junior Lien Documents relating to such Additional Junior Lien Debt provide that, upon the New Representative’s and New Collateral
Agent’s entry into this Agreement, the Additional Junior Lien Claimholders in respect of such Additional Junior Lien Debt
will be subject to and bound by the provisions of the Limited Secured Acquisition Debt Intercreditor Agreement as Junior Lien Claimholders.


 


This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Joinder Agreement.


 


Except as expressly supplemented hereby,
the Limited Secured Acquisition Debt Intercreditor Agreement shall remain in full force and effect.


 


THIS JOINDER AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). 


 


Any provision of this Joinder Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the


 




    	 



     


    

 


remaining provisions hereof and in the Limited Secured Acquisition
Debt Intercreditor Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the
invalid, illegal or unenforceable provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Limited Secured Acquisition Debt Intercreditor Agreement.
All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to it at the address
set forth below its signature hereto.


 


[Remainder of this page intentionally left
blank]





 




    	 



     


    

 


IN WITNESS WHEREOF, the New Representative
and New Collateral Agent have duly executed this Joinder Agreement to the Limited Secured Acquisition Debt Intercreditor Agreement
as of the day and year first above written.


 





	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE],
	 	as [        ] for the holders of [            ]
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 
	 	Address for notices:
	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	attention of:	 	 	

	 	 	Telecopy:	 	 	

	 	 
	 	[NAME OF NEW COLLATERAL 

AGENT],as [        ] for the holders of [            ]
	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 
	 	Address for notices:
	 	 	

	 	 	 	 	 	 
	 	 	attention of:	 	 	

	 	 	Telecopy:	 	 	



 


 




    	 



     


    

 


Exhibit B to the

Limited Secured Acquisition Debt Intercreditor Agreement


 


[FORM OF] SENIOR LIEN JOINDER AGREEMENT
NO. [    ] dated as of [        ], 20[    ]
to the LIMITED SECURED ACQUISITION DEBT INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Limited Secured Acquisition Debt Intercreditor Agreement”), among [INSERT
NAME], as Initial Senior Lien Representative and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative,
[INSERT NAME], as Initial Junior Lien Collateral Agent and the additional Representatives and Collateral Agents from time to time
a party thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”), certain subsidiaries of the Company (each a “Grantor”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Limited Secured Acquisition Debt Intercreditor Agreement.


 


The undersigned Additional Senior Lien Representative
(the “New Representative”) and Additional Senior Lien Collateral Agent (the “New Collateral Agent”)
are executing this Joinder Agreement in accordance with the requirements of the Limited Secured Acquisition Debt Intercreditor
Agreement.


 


Accordingly, the New Representative and
the New Collateral Agent agree to be subject to and bound by, the Limited Secured Acquisition Debt Intercreditor Agreement with
the same force and effect as if the New Representative and the New Collateral Agent had originally been named therein as a Senior
Lien Representative and a Senior Lien Collateral Agent, respectively, and each of the New Representative and the New Collateral
Agent, on behalf of itself and each other Additional Limited Secured Acquisition Claimholder represented by it, hereby agrees to
all the terms and provisions of the Limited Secured Acquisition Debt Intercreditor Agreement applicable to it as a Senior Lien
Representative and a Senior Lien Collateral Agent, respectively, and to the Additional Limited Secured Acquisition Claimholders
represented by it as Limited Secured Acquisition Claimholders. Each reference to a “Representative” or “Senior
Lien Representative” in the Limited Secured Acquisition Debt Intercreditor Agreement shall be deemed to include the New
Representative, each reference to a “Collateral Agent” or “Senior Lien Collateral Agent”
in the Limited Secured Acquisition Debt Intercreditor Agreement shall be deemed to include the New Collateral Agent and each reference
to “Limited Secured Acquisition Claimholders” shall include the Additional Limited Secured Acquisition Claimholders
represented by such New Representative and New Collateral Agent. The Limited Secured Acquisition Debt Intercreditor Agreement is
hereby incorporated herein by reference.


 


Each of the New Representative and New Collateral
Agent represents and warrants to the other Representatives, Collateral Agents and the other Claimholders that (i) it has full
power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms and the terms of the Limited Secured Acquisition Debt Intercreditor Agreement and (iii) the
[Senior Lien Documents relating to such Additional Limited Secured Acquisition Claims provide][Replacement Senior Lien Credit Agreement
provides] that, upon the New Representative’s and New Collateral Agent’s entry into this Agreement, the Additional
Limited Secured Acquisition Claimholders in respect of such Additional Limited Secured Acquisition Claims will be subject to and
bound by the provisions of the Limited Secured Acquisition Debt Intercreditor Agreement as Limited Secured Acquisition Claimholders.


 


This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Joinder Agreement.


 


Except as expressly supplemented hereby,
the Limited Secured Acquisition Debt Intercreditor Agreement shall remain in full force and effect.


 


THIS JOINDER AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW


 




    	 



     


    

 


YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). 


 


Any provision of this Joinder Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Limited Secured Acquisition Debt Intercreditor
Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Limited Secured Acquisition Debt Intercreditor Agreement.
All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to it at the address
set forth below its signature hereto.


 


[Remainder of this page intentionally left
blank]


 




    	 



     


    

 


IN WITNESS WHEREOF, the New Representative
and the New Collateral Agent have duly executed this Joinder Agreement to the Limited Secured Acquisition Debt Intercreditor Agreement
as of the day and year first above written.


 


	 	 	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE], as [        ] for the holders of [            ]
	 	 	 
	 	By:	 	 	 	 
	 	 	 	Name:	 	 	 
	 	 	 	Title:	 	 	 
	 	 
	 	Address for notices:
	 	 	 
	 	 	 	

	 	 	 	 	 	 
	 	 	 	attention of:	 	 	

	 	 	 	Telecopy:	 	 	

	 	 
	 	[NAME OF NEW COLLATERAL AGENT], as [        ] for the holders of [            ]
	 	 	 
	 	By:	 	 	 	 
	 	 	 	Name:	 	 	 
	 	 	 	Title:	 	 	 
	 	 
	 	Address for notices:
	 	 	 
	 	 	 	

	 	 	 	 	 	 
	 	 	 	attention of:	 	 	

	 	 	 	Telecopy:	 	 	



 


 




    	 



     


    

 


[FORM OF] DEBT DESIGNATION NO. [    ]
(this “Designation”) dated as of [            ],
20[    ] with respect to the LIMITED SECURED ACQUISITION DEBT INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Limited Secured Acquisition Debt Intercreditor Agreement”), among [INSERT
NAME], as Initial Senior Lien Representative and Initial Senior Lien Collateral Agent for the Initial Limited Secured Acquisition
Claimholders, [            ], as Initial Junior Lien Representative[
and][, [        ], as] Initial Junior Lien Collateral Agent [for the Initial Junior Lien
Claimholders] and the additional Representatives and Collateral Agent from time to time a party thereto, and acknowledged and agreed
to by [INSERT NAME OF COMPANY], a [            ] (the “Company”),
certain subsidiaries of the Company (each a “Grantor”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Limited Secured Acquisition Debt Intercreditor Agreement.


 


This Designation is being executed and delivered
in order to designate additional secured Obligations of the Company and the grantors as [Additional Limited Secured Acquisition
Claims][Additional Junior Lien Debt] entitled to the benefit of and subject to the terms of the Limited Secured Acquisition Debt
Intercreditor Agreement.


 


The undersigned, the duly appointed [specify
title of Responsible Officer] of the Company hereby certifies on behalf of the Company that:


 


 


	 	1.	[Insert name of the Company or other Grantor] intends to incur Indebtedness (the “Designated Obligations”) in the initial aggregate principal amount of [            ] pursuant to the following agreement: [describe credit/loan agreement indenture or other agreement giving rise to Additional Limited Secured Acquisition Claims or Additional Junior Lien Debt, as the case may be] (the “Designated Agreement”) which will be [Additional Limited Secured Acquisition Obligations][Additional Junior Lien Obligations]. 


 


	 	2.	The incurrence of the Designated Obligations is permitted by each applicable Senior Lien Documents and Junior Lien Documents. 


 


	 	3.	Conform the following as applicable; Pursuant to and for the purposes of Section 8.7 of the Limited Secured Acquisition Debt Intercreditor Agreement, (i) the Designated Agreement is hereby designated as [an “Additional Senior Lien Documents”][an “Additional Junior Lien Documents”] [and][,] (ii) the Designated Obligations are hereby designated as [“Additional Limited Secured Acquisition Obligations”][“Additional Junior Lien Obligations”]. 


 


	 	4.	a. The name and address of the Representative for such Designated Obligations is: 


 


[Insert name and all capacities; Address]


 


	 	 	 	 	 	 
	 	Telephone:	 	
	 	 
	 	 	 	 
	 	Fax:	 	
		 
	 	 	 	 
	 	Email	 	
	 	 


 


 


b. The name and address of the Collateral
Agent for such Designated Obligations is:


[Insert name and all capacities; Address]


 


	 	 	 	 	 	 
	 	Telephone:	 	
	 	 
	 	 	 	 
	 	Fax:	 	
	 	 
	 	 	 	 
	 	Email:	 	
	 	 



 



    	 



     


    

 


[Remainder of this page intentionally left
blank]


 




    	 



     


    

 


IN WITNESS WHEREOF, the Company has caused
this Designation to be duly executed by the undersigned Responsible Officer as of the day and year first above written.


 


 


	 	 	 	 	 
	 	[INSERT NAME OF COMPANY]	 
	 	 	 	 
	 	By:	 	
	 
	 	 	 	Name:	 
	 	 	 	Title:	 


 






    	 



    











 


EXHIBIT K


FORM OF LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT

FOR ADDITIONAL GUARANTOR


 




     


     


    

 


EXHIBIT K TO INDENTURE


 


FORM OF


 


LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT


 


Dated as of [                    ]


among


[                    ],


 


as the Initial Junior Lien Representative
and Initial Junior Lien Collateral Agent


for the Initial Junior Lien Claimholders,


 


Delaware Trust Company as Trustee,


as the Initial Senior Lien Representative,


 


Delaware Trust Company,


as the Initial Senior Lien Collateral Agent


 


and


 


each additional Representative and Collateral
Agent from time to time party hereto


 


and acknowledged and agreed to by


 


[ADDITIONAL GUARANTOR]


 


as the Company


 




     


     


    

TABLE OF CONTENTS


 




	LIEN
    SUBORDINATION AND INTERCREDITOR AGREEMENT	1
	RECITALS	1
	Section 1.   Definitions.	2
	1.1   Defined
    Terms	2
	1.2   Terms
    Generally	10
	Section 2.   Payment
    Subordination and Payment Block.	11
	2.1   Subordination
    of Junior Lien Obligations to Senior Lien Obligations	11
	2.2   Junior
    Lien Obligations Payment Restrictions.	11
	2.3   Junior
    Lien Obligations Standstill Provisions.	12
	2.4   Liquidation,
    Dissolution, Bankruptcy.	12
	Section 3.   Lien
    Priorities.	13
	3.1   Relative
    Priorities	13
	3.2   Prohibition
    on Contesting Liens; No Marshaling	13
	3.3   No
    New Liens	14
	3.4   Perfection
    of Liens	15
	3.5   Nature
    of Senior Lien Obligations	15
	Section 4.   Enforcement.	15
	4.1   Exercise
    of Remedies.	15
	4.2   Actions
    Upon Breach; Specific Performance	18
	Section 5.   Payments.	19
	5.1   Application
    of Proceeds	19
	5.2   Payments
    Over.	19
	5.3   Releases.	20
	5.4   Insurance	21
	5.5   Amendments
    to Senior Lien Documents and Junior Lien Documents.	21
	5.6   Confirmation
    of Subordination in Junior Lien Collateral Documents	22
	5.7   Gratuitous
    Bailee/Agent for Perfection; Rights of Initial Senior Collateral Agent and Initial Senior Lien Representative.	23
	5.8   When
    Discharge of Obligations Deemed to Not Have Occurred	24
	Section 6.   Insolvency
    or Liquidation Proceedings.	24
	6.1   Finance
    and Sale Issues	24
	6.2   Relief
    from the Automatic Stay	25
	6.3   Adequate
    Protection.	25
	6.4   No
    Waiver	26
	6.5   Avoidance
    Issues	27
	6.6   Reorganization
    Securities	27
	6.7   Post-Petition
    Interest.	27
	6.8   Waiver	27
	6.9   Separate
    Grants of Security and Separate Classification	27
	6.10   Effectiveness
    in Insolvency or Liquidation Proceedings	28
	Section 7.   Reliance;
    Waivers.	28
	7.1   Reliance	28
	7.2   No
    Warranties or Liability	28
	7.3   No
    Waiver of Lien Priorities.	29
	7.4   Obligations
    Unconditional	30
	Section 8.   Miscellaneous.	31
	8.1   Integration/Conflicts	31
	8.2   Effectiveness;
    Continuing Nature of this Agreement; Severability	31
	8.3   Amendments;
    Waivers.	31
	8.4   Information
    Concerning Financial Condition of the Company and its Subsidiaries	32
	8.5   Subrogation	32
	8.6   Application
    of Payments	32
	8.7   Additional
    Senior Lien Claims and Additional Junior Debt.	33



     


     


    



	8.8   Agency
    Capacities.	34
	8.9   Submission
    to Jurisdiction; Certain Waivers	34
	8.10   Waiver
    of Jury Trial.	34
	8.11   Notices	35
	8.12   Further
    Assurances	35
	8.13   Applicable
    Law	35
	8.14   Binding
    on Successors and Assigns	35
	8.15   Section
    Headings	35
	8.16   Counterparts	35
	8.17   Authorization	36
	8.18   Third
    Party Beneficiaries/ Provisions Solely to Define Relative Rights	36
	8.19   No
    Indirect Actions	36
	8.20   Relationship
    with Senior Lien Intercreditor Agreement; No Duty of Senior Claimholders to Non-Parties	36


Exhibit A - Joinder Agreement (Additional Junior Lien Debt)


Exhibit B - Joinder Agreement (Additional Senior Lien Claims)


Exhibit C - Additional Debt Designation


Exhibit D - Supplemental Acknowledgment (Additional Grantor)


 




     


     


    

 


LIEN
SUBORDINATION AND INTERCREDITOR AGREEMENT


 


This LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”),
dated as of [DATE], and entered into by and among [JUNIOR LIEN REPRESENTATIVE] (“[                    ]”),
as Junior Lien Representative for the [Initial Junior Lien Claimholders (as defined below)] (in such capacity and together with
its successors from time to time in such capacity, the “Initial Junior Lien Representative”) and [administrative
agent][collateral agent] for the Initial Junior Lien Claimholders (in such capacity and together with its successors from time
to time in such capacity, the “Initial Junior Lien Collateral Agent”), [DELAWARE TRUST COMPANY, as Trustee],
a [Delaware] state chartered trust company duly organized and existing under the laws of the State of [Delaware], as Senior Lien
Representative for the Initial Senior Lien Claimholders (in such capacity and together with its successors from time to time in
such capacity, the “Initial Senior Lien Representative”), [DELAWARE TRUST COMPANY], a [Delaware] state
chartered trust company duly organized and existing under the laws of the State of [Delaware], as collateral agent for the Initial
Senior Lien Claimholders (as defined below) (in such capacity and together with its successors from time to time in such capacity,
the “Initial Senior Lien Collateral Agent”) and each additional Senior Lien Representative, Senior Lien Collateral
Agent, Junior Lien Representative and Junior Lien Collateral Agent that from time to time becomes a party hereto pursuant to Section 8.7,
and acknowledged and agreed to by [ADDITIONAL GUARANTOR], a [JURISDICTION][TYPE OF ORGANIZATION] (the “Company”)
and any other party that delivers a supplemental acknowledgment hereof from time to time (“Additional Grantors”).
Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below. Capitalized terms used
and not otherwise defined herein have the meaning set forth in the Initial Senior Lien Indentures as in effect on the date hereof
or as modified in accordance with the provision of this Agreement.


 


RECITALS


 


[describe initial junior lien agreement,
dated as of the date hereof (as amended, restated, amended and restated, supplemented or otherwise modified from time to time,
the “Initial Junior Lien Agreement”)];


 


Centrus, the Initial Senior Lien Representative
and the Initial Senior Lien Collateral Agent have previously entered into the Indenture, dated as of September 30, 2014 and the
Indenture, dated as of [●], 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time
to time, collectively, the “Initial Senior Lien Indentures”, and each, an “Initial Senior Lien Indenture”),
and the Company has provided a guaranty of the Centrus’ obligations under the Initial Senior Lien Indentures (the “Initial
Senior Lien Guaranty”);


 


The obligations of the Company and the Additional
Grantors under all Senior Lien Obligations may be secured by, among other things, one or more liens on Collateral (as hereinafter
defined) which Liens securing the Senior Lien Obligations may be senior in priority to the Liens on the Collateral securing the
Initial Junior Lien Agreement and the other Junior Lien Obligations in accordance with the terms hereof;


 


The Senior Lien Documents and the Junior
Lien Documents provide, among other things, that the parties thereto shall set forth in this Agreement their respective rights
and remedies with respect to the Collateral; and


 


In consideration of the foregoing, the mutual
covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which
are hereby acknowledged, each of the Initial Senior Lien Representative (for itself and on behalf of each other Initial Senior
Lien Claimholder), the Initial Senior Lien Collateral Agent (for itself and on behalf of each other Initial Senior Lien Claimholder),
the Initial Junior Lien Representative (for itself and on behalf of each other Initial Junior Lien Claimholder), the Initial Junior
Lien Collateral Agent (for itself and on behalf of each other Initial Junior Lien Claimholder), each additional Senior Lien Representative
(for itself and on behalf of each other Additional Senior Lien Claimholder represented by it), each additional Senior Lien Collateral
Agent (for itself and on behalf of each other Additional Senior Lien Claimholder represented by it), each additional Junior Lien
Representative (for itself and on behalf of each other Additional Junior Lien Claimholder represented by it) and each additional
Junior Lien Collateral Agent (for itself and on behalf of each other Additional Junior Lien Claimholder represented by it), intending
to be legally bound, hereby agrees as follows:


 


 





    1 


     


    

 



 


		Section 1.	Definitions.



 


1.1   
Defined Terms. As used in this Agreement, the following terms shall have the following meaning:


 


“Additional Collateral Agent”
means any one or more Additional Senior Lien Collateral Agent and Additional Junior Lien Collateral Agent, as the context may require.


 


“Additional Grantor”
has the meaning set forth in the introductory paragraph.


 


“Additional Junior Lien Claimholders”
means, with respect to any Series of Additional Junior Lien Debt, the holders of such Indebtedness, the Junior Lien Representative
with respect thereto, the Junior Lien Collateral Agent with respect thereto, any trustee or agent therefor under any related Additional
Junior Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Company under any related Additional
Junior Lien Documents and the holders of any other Additional Junior Lien Obligations secured by the Junior Lien Collateral Documents
for such Series of Additional Junior Lien Debt.


 


“Additional Junior Lien Collateral
Agent” has the meaning set forth in the definition of “Junior Lien Collateral Agent”.


 


“Additional Junior Lien Debt”
means any Indebtedness and guarantees thereof that is incurred, issued or guaranteed by the Company (other than the Initial Junior
Lien Debt) which Refinances any Initial Junior Lien Debt and which Indebtedness and guarantees are secured by the Junior Lien Collateral
(or a portion thereof) on a basis junior to the Senior Lien Obligations; provided, however, that with respect to
any such Indebtedness incurred after the date hereof (i) such Indebtedness is permitted to be incurred, secured and guaranteed
on such basis by each of the Senior Lien Documents and Junior Lien Documents, (ii) unless already a party with respect to
that Series of Additional Junior Lien Debt, each of the Junior Lien Representative and the Junior Lien Collateral Agent for the
holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth
in, Section 8.7 hereof; and (iii) each of the other requirements of Section 8.7 shall have been complied
with. The requirements of clause (i) shall be tested only as of (x) the date of execution of such Joinder Agreement by
the applicable Additional Junior Lien Collateral Agent and Additional Junior Lien Representative if pursuant to a commitment entered
into at the time of such Joinder Agreement, and (y) with respect to any later commitment or amendment to those terms to permit
such Indebtedness, as of the date of such commitment or amendment.


 


“Additional Junior Lien Documents”
means, with respect to any Series of Additional Junior Lien Debt, the loan agreements, promissory notes, indentures and other operative
agreements evidencing or governing such Indebtedness, any document governing reimbursement obligations in respect of letters of
credit issued pursuant to any Additional Junior Lien Documents and the Junior Lien Collateral Documents securing such Series of
Additional Junior Lien Debt.


 


“Additional Junior Lien Obligations”
means, with respect to any Series of Additional Junior Lien Debt, (a) principal, interest (including without limitation any
Post-Petition Interest), premium (if any), penalties, fees, expenses (including, without limitation, fees, expenses and disbursements
of agents, professional advisors and legal counsel), indemnifications, reimbursements, damages, statutory claims and other liabilities,
and guarantees of the foregoing amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding,
payable with respect to such Additional Junior Lien Debt, (b) all other amounts payable to the related Additional Junior Lien
Claimholders under the related Additional Junior Lien Documents (other than in respect of any Indebtedness not constituting Additional
Junior Lien Debt) and (c) any renewals or extensions of the foregoing.


 


“Additional Junior Lien Representative”
has the meaning set forth in the definition of “Junior Lien Representative”.


 


“Additional Obligations”
means the Additional Senior Lien Obligations and the Additional Junior Lien Obligations.


 




    2 


     


    

 


“Additional Representative”
means any one or more Additional Senior Lien Representative and Additional Junior Lien Representative, as the context may require.


 


“Additional Senior Lien Claims”
means any Indebtedness and guarantees thereof that is incurred, issued or guaranteed by the Company (other than the Initial Senior
Lien Debt) which Refinances any Initial Senior Lien Debt and which Indebtedness and guarantees are secured by the Senior Lien Collateral
(or a portion thereof) on a basis senior to the Junior Lien Obligations; provided, however, that with respect to
any such Indebtedness incurred after the date hereof (i) such Indebtedness is permitted to be incurred, secured and guaranteed
on such basis by each of the Senior Lien Documents and Junior Lien Documents, (ii) unless already a party with respect to
that Series of Additional Senior Lien Debt, each of the Senior Lien Representative and the Senior Lien Collateral Agent for the
holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth
in, Section 8.7 hereof; and (iii) each of the other requirements of Section 8.7 shall have been complied
with. The requirements of clause (i) shall be tested only as of (x) the date of execution of such Joinder Agreement by
the applicable Additional Senior Lien Collateral Agent and Additional Senior Lien Representative if pursuant to a commitment entered
into at the time of such Joinder Agreement, and (y) with respect to any later commitment or amendment to those terms to permit
such Indebtedness, as of the date of such commitment or amendment.


 


“Additional Senior Lien Claimholders”
means, with respect to any Series of Additional Senior Lien Claims, the holders of such Indebtedness, the Senior Lien Representative
with respect thereto, the Senior Lien Collateral Agent with respect thereto, any trustee or agent therefor under any related Additional
Senior Lien Documents and the beneficiaries of each indemnification obligation undertaken by the Company under any related Additional
Senior Lien Documents and the holders of any other Additional Senior Lien Obligations secured by the Senior Lien Collateral Documents
for such Series of Additional Senior Lien Claims.


 


“Additional Senior Lien Collateral
Agent” has the meaning set forth in the definition of “Senior Lien Collateral Agent”.


 


“Additional Senior Lien Documents”
means, with respect to any Series of Additional Senior Lien Claims, the loan agreements, promissory notes, indentures and other
operative agreements evidencing or governing such Additional Senior Lien Claims, any document governing reimbursement obligations
in respect of letters of credit issued pursuant to any Additional Senior Lien Documents and the Senior Lien Collateral Documents
securing such Series of Additional Senior Lien Claims.


 


“Additional Senior Lien Obligations”
means, with respect to any Series of Additional Senior Lien Claims, (a) all principal, interest (including any Post-Petition
Interest), premium (if any), penalties, fees, expenses (including fees, expenses and disbursements of agents, professional advisors
and legal counsel), indemnifications, reimbursements, damages, statutory claims and other liabilities, and guarantees of the foregoing
amounts, in each case whether or not allowed or allowable in an Insolvency or Liquidation Proceeding, payable with respect to such
Additional Senior Lien Claims, (b) all other amounts payable to the related Additional Senior Lien Claimholders under the
related Additional Senior Lien Documents (other than in respect of any Indebtedness not constituting Additional Senior Lien Claims),
(c) subject to Section 5.8 hereof, any Hedging Obligations and Bank Product Obligations secured under the Senior
Lien Collateral Documents securing such Series of Additional Senior Lien Claims and (d) any renewals or extensions of the
foregoing.


 


“Additional Senior Lien Representative”
has the meaning set forth in the definition of “Senior Lien Representative”.


 


“Affiliate” means, with
respect to a specified Person, (a) any other Person that, directly or indirectly, Controls, is Controlled by or is under common
Control with the Person specified or is a director or executive officer of the Person specified or (b) any other Person that
directly or indirectly owns [10]% or more of any class of equity interests of the Person specified.


 


“Agreement” has the meaning
set forth in the Preamble to this Agreement.


 


“Bank Product Obligations”
means, all obligations and liabilities (whether direct or indirect, absolute or contingent, due or to become due or now existing
or hereafter incurred) of the Company, whether on account of


 




    3 


     


    

 


principal, interest, reimbursement obligations, fees, indemnities,
costs, expenses or otherwise, which may arise under, out of, or in connection with any treasury, investment, depository, clearing
house, wire transfer, overdrafts and interstate depository network services, cash management or automated clearing house transfers
of funds services, credit cards for commercial customers, stored value cards or any related services, to any Person permitted to
be a secured party in respect of such obligations under the applicable Senior Lien Documents.


 


“Bankruptcy Case” means
a case under the Bankruptcy Code or any other Bankruptcy Law.


 


“Bankruptcy Code” means
Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.


 


“Bankruptcy Law” means
the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


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


 


“Centrus” means Centrus
Energy Corp., a Delaware corporation.


 


“Claimholders” means
any one or more of the Senior Lien Claimholders and the Junior Lien Claimholders, as the context may require.


 


“Collateral” means, at
any time, all of the assets and property of the Company and any Additional Grantor, whether real, personal or mixed, in which the
holders of Senior Lien Obligations under at least one Series of Senior Lien Obligations and the holders of Junior Lien Obligations
under at least one Series of Junior Lien Obligations (or their respective Collateral Agents or Representatives) hold, purport to
hold or are required to hold, a security interest at such time (or, in the case of the Senior Lien Obligations, are deemed pursuant
to Section 3.3 to hold a security interest), including any property subject to Liens granted pursuant to Section 6
to secure both Senior Lien Obligations and Junior Lien Obligations.


 


“Collateral Agent” means
any Senior Lien Collateral Agent and/or any Junior Lien Collateral Agent, as the context may require.


 


“Collateral Documents”
means the Senior Lien Collateral Documents, the Junior Lien Collateral Documents, and any other security documents in which certain
security interests have been granted therein by the Company or any Additional Grantor.


 


“Collateral Enforcement Action”
means any action to:


 


(a)    
foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially),
or lease, license, or otherwise dispose of (whether publicly or privately), Collateral or Restricted Assets, or otherwise exercise
or enforce remedial rights with respect to Collateral or Restricted Assets under the Senior Lien Documents or the Junior Lien Documents
(including by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to the UCC or other
applicable law, notification to account debtors, notification to depositary banks under deposit account control agreements, or
exercise of rights under landlord consents, if applicable);


 


(b)    
solicit bids from third Persons, approve bid procedures for any proposed disposition of Collateral or Restricted Assets,
conduct the liquidation or disposition of Collateral or Restricted Assets or engage or retain sales brokers, marketing agents,
investment bankers, accountants, appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting,
and selling Collateral or Restricted Assets;


 


(c)    
receive a transfer of Collateral or Restricted Assets in satisfaction of Indebtedness or any other Obligation secured thereby;


 


(d)    
otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining
to the Collateral at law, in equity, or pursuant to the Senior Lien Documents or


 




    4 


     


    

 


Junior Lien Documents (including the commencement
of applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions
described in the preceding clauses, and exercising voting rights in respect of equity interests comprising Collateral or Restricted
Assets); or


 


(e)    
the Disposition of Collateral or Restricted Assets by the Company after the occurrence and during the continuation of an
event of default under any of the Senior Lien Documents or the Junior Lien Documents with the consent of the applicable Senior
Lien Collateral Agent (or Senior Lien Claimholders) or Junior Lien Collateral Agent (or Junior Lien Claimholders).


 


“Company” has the meaning
set forth in the Preamble to this Agreement.


 


“Control” means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise.


 


“Controlling” and “Controlled”
have meanings correlative thereto.“Designation” means a designation of Additional Senior Lien Claims or Additional
Junior Lien Debt in substantially the form of Exhibit C attached hereto.


 


“DIP Financing” has the
meaning set forth in Section 6.1.


 


“Discharge” means, except
to the extent otherwise provided in Section 5.8, with respect to any Series of Senior Lien Obligations or Series of
Junior Lien Obligations, that such Series of Senior Lien Obligations or Series of Junior Lien Obligations, as the case may be,
are no longer secured by, and no longer required to be secured by, the Collateral pursuant to the terms of the applicable Senior
Lien Documents or Junior Lien Documents. The term “Discharged” shall have a corresponding meaning.


 


“Discharge of Initial Senior Lien
Obligations” means, except to the extent otherwise provided in Section 5.8, the Discharge of all Initial
Senior Lien Obligations has occurred.


 


“Discharge of Junior Lien Obligations”
means, except to the extent otherwise provided in Section 5.8, the Discharge of each Series of Junior Lien Obligations
has occurred.


 


“Discharge of Senior Lien Obligations”
means, except to the extent otherwise provided in Section 5.8, the Discharge of Initial Senior Lien Obligations and
the Discharge of each additional Series of Senior Lien Obligations has occurred.


 


“Disposition” has the
meaning set forth in Section 5.3(b).


 


“Distribution” means,
with respect to any Indebtedness, obligation, or security, (a) any payment or distribution by any Person of cash, securities
or other property, by set-off or otherwise, on account of such Indebtedness, obligation, or security, (b) any redemption,
purchase or other acquisition of such Indebtedness, obligation, or security by any Person, or (c) the granting of any lien
or security interest to or for the benefit of the holders of such Indebtedness, obligation, or security in or upon any property
of any Person.


 


“Enforcement Action”
means:


 


(a)    
to take from or for the account of the Company, by set-off or in any other manner, the whole or any part of any moneys which
may now or hereafter be owing by the Company or any such other guarantor with respect to the Junior Lien Obligations in violation
of the payment block provisions of Section 2.2 hereof;


 


(b)    
to sue for payment of, or to initiate or participate with others in any suit, action or proceeding including, but not limited
to, any Insolvency or Liquidation Proceeding, against the Company to (i) enforce payment of or to collect the whole or any
part of the Junior Lien Obligations or (ii) commence judicial enforcement of any of the rights and remedies under the Junior
Lien Documents or applicable law with respect to the Junior Lien Obligations;


 


(c)    
to accelerate the Junior Lien Obligations; or


 




    5 


     


    

 


(d)    
to exercise any put option or to cause the Company to honor any redemption or mandatory prepayment obligation under any
Junior Lien Document.


 


“Governmental Authority”
means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency
or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the
United States, the United States, or a foreign entity or government.


 


“Hedge Agreement” means
a Swap Contract entered into by the Company with a counterparty as permitted under the Senior Lien Documents or the Junior Lien
Documents, as the case may be.


 


“Hedging Obligation”
of any Person means any obligation of such Person pursuant to any Hedge Agreement.


 


“Indebtedness” means
and includes all indebtedness for borrowed money; for the avoidance of doubt, “Indebtedness” shall not include reimbursement
or other obligations in respect of letters of credit, Hedging Obligations or Bank Product Obligations.


 


“Initial Junior Lien Claimholders”
means the holders of any Initial Junior Lien Obligations, the Initial Junior Lien Collateral Agent and the Initial Junior Lien
Representative.


 


“Initial Junior Lien Collateral
Agent” has the meaning set forth in the Preamble to this Agreement.


 


“Initial Junior Lien Debt”
means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Initial Junior Lien Documents.


 


“Initial Junior Lien Documents”
means those certain Initial Junior Lien Agreement, the Initial Junior Lien Security Agreements, any other Initial Junior Lien Security
Documents and any other document or agreement entered into for the purpose of evidencing, governing, securing or perfecting the
Initial Junior Lien Obligations.


 


“Initial Junior Lien Obligations”
means the “Obligations” and “Secured Obligations” (as defined in the Initial Junior Lien Documents) under
the Initial Junior Lien Documents.


 


“Initial Junior Lien Agreement”
has the meaning set forth in the Recitals.


 


“Initial Junior Lien Security Agreements”
means the Initial Junior Lien Agreement and any other document or agreement entered into for the purpose of evidencing, governing,
securing or perfecting the Initial Junior Lien Obligations.


 


“Initial Junior Lien Security Documents”
means the Initial Junior Lien Agreement, the Initial Junior Lien Security Agreements and the other “Security Documents”
or “Collateral Documents” as defined in the Initial Junior Lien Agreement and any other document or agreement entered
into for the purpose of evidencing, governing, securing or perfecting the Initial Junior Lien Obligations.


 


“Initial Junior Lien Representative”
has the meaning set forth in the Preamble to this Agreement.


 


“Initial Senior Lien Claimholders”
means the “Secured Parties” as defined in the Initial Senior Lien Security Agreements.


 


“Initial Senior Lien Claims”
means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Initial Senior Lien Documents.


 


“Initial Senior Lien Collateral
Agent” has the meaning set forth in the Preamble to this Agreement.


 


“Initial Senior Lien Documents”
means the Initial Senior Lien Indentures, the Initial Senior Lien Guaranty, the Initial Senior Lien Security Agreements and the
other “Security Documents” as defined in the Initial


 




    6 


     


    

 


Senior Lien Indentures and any other document or agreement entered
into for the purpose of evidencing, governing, securing or perfecting the Initial Senior Lien Obligations.


 


“Initial Senior Lien Guaranty”
has the meaning set forth in the Recitals.


 


“Initial Senior Lien Indentures”
has the meaning set forth in the Recitals.


 


“Initial Senior Lien Obligations”
means the “Secured Obligations” as defined in the Initial Senior Lien Security Agreements.


 


“Initial Senior Lien Representative”
has the meaning set forth in the Preamble to this Agreement.


 


“Initial Senior Lien Security Agreements”
means the Pledge and Security Agreement, by and among the Initial Senior Lien Collateral Agent and the Company, dated as of [________],
together with the Pledge and Security Agreement, by and among the Initial Senior Lien Collateral Agent and the Company, dated as
of [________].


 


“Insolvency or Liquidation Proceeding”
means:


 


(e)    
any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Company;


 


(f)     
any other voluntary or involuntary insolvency, reorganization or Bankruptcy Case or proceeding, or any receivership, liquidation,
reorganization or other similar case or proceeding with respect to the Company or with respect to a material portion of its assets;


 


(g)    
any liquidation, dissolution, reorganization or winding up of the Company whether voluntary or involuntary and whether or
not involving insolvency or bankruptcy; or


 


(h)    
any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company.


 


“Joinder Agreement” means
a supplement to this Agreement in the form of Exhibit A or Exhibit B hereto, as applicable, required to
be delivered by a Representative and a Collateral Agent to each other then-existing Representative and Collateral Agent pursuant
to Section 8.7 hereof in order to include Additional Senior Lien Claims or Additional Junior Lien Debt hereunder and
to become the Representative or Collateral Agent, as the case may be, hereunder in respect thereof for the applicable Additional
Senior Lien Claimholders or applicable Additional Junior Lien Claimholders, as the case may be, under such Additional Senior Lien
Claims or Additional Junior Lien Debt.


 


“Junior Lien Adequate Protection
Payments” has the meaning set forth in Section 6.3(b).


 


“Junior Lien Claimholders”
means the Initial Junior Lien Claimholders and any Additional Junior Lien Claimholders.


 


“Junior Lien Collateral”
means any “Collateral” as defined in any Junior Lien Documents or any other assets of the Company with respect to which
a Lien is granted, purported to be granted or required to be granted pursuant to any Junior Lien Document as security for any Junior
Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor of
any Junior Lien Claimholder.


 


“Junior Lien Collateral Agent”
means (i) in the case of any Initial Junior Lien Obligations or the Initial Junior Lien Claimholders, the Initial Junior Lien
Collateral Agent and (ii) in the case of any Additional Junior Lien Obligations and the Additional Junior Lien Claimholders
in respect thereof, the Person serving as collateral agent (or the equivalent) for such Additional Junior Lien Obligations and
that is named as the Junior Lien Collateral Agent in respect of such Additional Junior Lien Obligations in the applicable Joinder
Agreement (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional
Junior Lien Collateral Agent”).


 




    7 


     


    

 


“Junior Lien Collateral Documents”
means the “Security Documents” or “Collateral Documents” (as defined in the applicable Junior Lien Documents)
and any other agreement, document or instrument pursuant to which a Lien is granted securing any Junior Lien Obligations or pursuant
to which any such Lien is perfected.


 


“Junior Lien Debt” means
the Initial Junior Lien Debt and any Additional Junior Lien Debt.


 


“Junior Lien Declined Lien”
has the meaning set forth in Section 3.3.


 


“Junior Lien Documents”
means the Initial Junior Lien Documents and any Additional Junior Lien Documents.


 


“Junior Lien Mortgages”
means a collective reference to each mortgage, deed of trust and any other document or instrument under which any Lien on real
property owned or leased by the Company is granted to secure any Junior Lien Obligations or under which rights or remedies with
respect to any such Liens are governed.


 


“Junior Lien Obligations”
means the Initial Junior Lien Obligations and any Additional Junior Lien Obligations.


 


“Junior Lien Representative”
means (i) in the case of the Initial Junior Lien Obligations or the Initial Junior Lien Claimholders, the Initial Junior Lien
Representative and (ii) in the case of any Additional Junior Lien Obligations and the Additional Junior Lien Claimholders
in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar agent that is named as the
Junior Lien Representative in respect of such Additional Junior Lien Obligations in the applicable Joinder Agreement (each, in
the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional Junior Lien Representative”).


 


“Lien” means any lien
(including, judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest, charge or encumbrance
of any kind, (any conditional sale or other title retention agreement, and any lease in the nature thereof) and, in the case of
securities, any purchase option, call or similar right of a third party with respect to such securities and any right of set-off
or recoupment.


 


“Master Agreement” has
the meaning set forth in the definition of “Swap Contract”.


 


“Payment Blockage Notice”
has the meaning set forth in Section 2.2(a).


 


“Obligations” means all
obligations of every nature of the Company from time to time owed to any agent or trustee, the Senior Lien Claimholders, the Junior
Lien Claimholders or any of them or their respective Affiliates under the Senior Lien Documents, the Junior Lien Documents or Hedge
Agreements, whether for principal, interest or payments for early termination of Swap Contracts, fees, expenses, indemnification
or otherwise and all guarantees of any of the foregoing and including any interest and fees that accrue after the commencement
by or against any Person of any proceeding under any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless
of whether such interest and fees are allowed claims in such proceeding.


 


“Pay-Over Amount” has
the meaning set forth in Section 6.3(b).


 


“Person” means any natural
person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority
or other entity.


 


“Pledged Collateral”
has the meaning set forth in Section 5.7.


 


“Post-Petition Interest”
means interest, fees, expenses and other charges that pursuant to the Senior Lien Documents or the Junior Lien Documents, as applicable,
continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses
and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.


 


“Recovery” has the meaning
set forth in Section 6.5.


 


“Refinance” means, in
respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or repay,
or to issue other Indebtedness in exchange or replacement for,


 




    8 


     


    

 


such Indebtedness in whole or in part and regardless of whether
the principal amount of such Refinancing Indebtedness is the same, greater than, or less than the principal amount of the Refinanced
Indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.


 


“Representative” means
any Senior Lien Representative and/or any Junior Lien Representative, as the context may require.


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer or treasurer of the Company.


 


“Restricted Assets” means
all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted
to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the
Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.


 


“Sale Proceeds” means
(i) the net proceeds from the sale of the Company as a going concern or from the sale of the Restricted Assets as a going
concern, or (ii) any other economic value (whether in the form of cash or otherwise) received or distributed that is associated
with the Restricted Assets.


 


“Senior Lien Claimholders”
means the Initial Senior Lien Claimholders and any Additional Senior Lien Claimholders.


 


“Senior Lien Claims”
means the Initial Senior Lien Claims and any Additional Senior Lien Claims.


 


“Senior Lien Collateral”
means any “Collateral” as defined in any Senior Lien Documents or any other assets of the Company with respect to which
a Lien is granted or purported to be granted or required to be granted pursuant to a Senior Lien Documents as security for any
Senior Lien Obligations and shall include any property or assets subject to replacement Liens or adequate protection Liens in favor
of any Senior Lien Claimholder.


 


“Senior Lien Collateral Agent”
means (i) in the case of any Initial Senior Lien Obligations or the Initial Senior Lien Claimholders, the Initial Senior Lien
Collateral Agent and (ii) in the case of any Additional Senior Lien Obligations and the Additional Senior Lien Claimholders
in respect thereof, the Person serving as collateral agent (or the equivalent) for such Additional Senior Lien Obligations and
that is named as the Senior Lien Collateral Agent in respect of such Additional Senior Lien Obligations in the applicable Joinder
Agreement if such Person becomes a party to this Agreement or, if not, as named in the applicable Senior Lien Documents (each,
in the case of this clause (ii) together with its successors and assigns in such capacity, an “Additional Senior
Lien Collateral Agent”). In the case of any Senior Lien Obligations that are not represented by an agent, all references
herein to Senior Lien Collateral Agent or Additional Senior Lien Collateral Agent shall refer to the holder of such Senior Lien
Obligations.


 


“Senior Lien Collateral Documents”
means the “Security Documents” or “Collateral Documents” (as defined in the applicable Senior Lien Documents)
and any other agreement, document or instrument pursuant to which a Lien is granted securing any Senior Lien Obligations or pursuant
to which any such Lien is perfected.


 


“Senior Lien Documents”
means the Initial Senior Lien Documents and any Additional Senior Lien Documents.


 


“Senior Lien Obligations”
means the Initial Senior Lien Obligations and any Additional Senior Lien Obligations.


 


“Senior Lien Intercreditor Agreement”
means an agreement among each Senior Lien Representative and each Senior Lien Collateral Agent allocating rights among the various
Series of Senior Lien Obligations.


 


“Senior Lien Representative”
means (i) in the case of any Initial Senior Lien Obligations or the Initial Senior Lien Claimholders, the Initial Senior Lien
Representative and (ii) in the case of any Additional Senior Lien Obligations and the Additional Senior Lien Claimholders
in respect thereof, each trustee, administrative agent, collateral agent, security agent and similar agent that is named as the
Senior Lien Representative in respect of such Additional Senior Lien Obligations in the applicable Joinder Agreement if such Person
becomes a party to this


 




    9 


     


    

 


Agreement or, if not, as named in the applicable Senior Lien
Documents (each, in the case of this clause (ii), together with its successors and assigns in such capacity, an “Additional
Senior Lien Representative”). In the case of any Senior Lien Obligations that are not represented by an agent, all references
herein to Senior Lien Representative or Additional Senior Lien Representative shall refer to the holder of such Senior Lien Obligations.


 


“Series” means, (x) with
respect to Junior Lien Debt or Junior Lien Obligations, all Junior Lien Debt or Junior Lien Obligations, as applicable, represented
by the same Representative acting in the same capacity and (y) with respect to Senior Lien Claims or Senior Lien Obligations,
all Senior Lien Claims or Senior Lien Obligations, as applicable, represented by the same Representative acting in the same capacity.


 


“Short Fall” has the
meaning set forth in Section 6.3(b).


 


“Standstill Period” has
the meaning set forth in Section 4.1(a)(1).


 


“Subsidiary” means, with
respect to any Person, of which more than 50% of the total voting power of shares of stock or other ownership interests entitled
(without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers,
trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and
policies thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof.


 


“Supplemental Acknowledgment”
has the meaning set forth in Section 8.3(a).


 


“Swap Contract” means
(a) any and all interest rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options for forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate
swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including such obligations or liabilities under any Master Agreement.


 


“UCC” means the Uniform
Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


1.2   
Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as
the word “shall.” Unless the context requires otherwise:


 


(a)    
any definition of or reference herein to any agreement, instrument or other document shall be construed as referring to
such agreement, instrument or other document as amended, restated, amended and restated, supplemented or otherwise modified from
time to time and any reference herein to any statute or regulations shall include any amendment, renewal, extension or replacement
thereof;


 


(b)    
any reference herein to any Person shall be construed to include such Person’s successors and assigns from time to
time;


 


(c)    
the words “herein,” “hereof” 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;


 




    10 


     


    

 


(d)    
all references herein to Sections shall be construed to refer to Sections of this Agreement; and


 


(e)    
the words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


		Section 2.	Payment Subordination and Payment Block.



 


2.1   
Subordination of Junior Lien Obligations to Senior Lien Obligations. The Company covenants and agrees, and the Junior
Lien Claimholders likewise covenant and agree, notwithstanding anything to the contrary contained in any of the Junior Lien Documents,
that the payment of any and all of the Junior Lien Obligations shall be subordinate and subject in right and time of payment, to
the extent and in the manner hereinafter set forth, to the prior Payment in Full of all Senior Lien Obligations. Each holder of
Senior Lien Obligations, whether now outstanding or hereafter created, incurred, assumed or guaranteed, shall be deemed to have
acquired Senior Lien Obligations in reliance upon the provisions contained in this Agreement.


 


2.2   
Junior Lien Obligations Payment Restrictions.


 


(a)    
Notwithstanding the terms of the Junior Lien Documents, the Company hereby agrees that it may not make to the Junior Lien
Representative or any other Junior Lien Claimholder, and the Junior Lien Collateral Agent on behalf of itself and each Junior Lien
Claimholders hereby agrees that it will not accept, any payment or distribution in respect of Junior Lien Obligations with respect
to the Company’s guarantee of the Junior Lien Obligations and the Company may not acquire from the Junior Lien Representative
or any other Junior Lien Claimholder any Junior Lien Obligations for cash or property until all principal and other Obligations
with respect to the Senior Lien Obligations have been paid in full, in each case, if (1) a payment default on Senior Lien
Obligations has occurred and is continuing or (2) any other default has occurred and is continuing on any Senior Lien Obligations
that permits holders of such Senior Lien Obligations to accelerate its maturity, or otherwise demand its payment, and the Junior
Lien Representative receives a notice of such default (a “Payment Blockage Notice”) from the Company, any Senior
Lien Representative.


 


(b)    
The Company may and will resume payments or any distributions in respect of the Company’s guarantee of the Junior
Lien Obligations and may acquire the Junior Lien Obligations upon the earlier of:


 


(1)    
in the case of a payment default on the Senior Lien Obligations, upon the date upon which such default is cured or waived,
and


 


(2)    
in the case of a nonpayment default on the Senior Lien Obligations, upon the earlier of the date on which such nonpayment
default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless, in the
case of this clause (2), the maturity of any Senior Lien Obligations has been accelerated or demand for payment of such Senior
Lien Obligations made, and such acceleration or demand for payment has not been waived, satisfied or cancelled;


 


if the Initial Junior Lien Agreement or other applicable Junior
Lien Documents otherwise permits such payment, distribution or acquisition at the time of such payment, distribution or acquisition.


 


2.3   
Junior Lien Obligations Standstill Provisions.


 


The Junior Lien Representative shall not,
without the prior written consent of the Senior Lien Representative, take any Enforcement Action with respect to the Junior Lien
Obligations (for the avoidance of doubt, Collateral Enforcement Actions shall be governed by Section 3.1, below and
not this Section 2.3), until the earliest to occur of the following:


 




    11 


     


    

(a)    
acceleration of the Senior Lien Obligations (provided, however, that if, following any such acceleration of the Senior Lien
Obligations, such acceleration in respect of the Senior Lien Obligations is rescinded, then all Enforcement Actions taken by any
Junior Lien Claimholders shall likewise be rescinded if the Junior Lien Claimholders would not otherwise have any right under the
last paragraph of this Section 2.3 to take any Enforcement Action);


 


(b)    
an Insolvency or Liquidation Proceeding with respect to the Company shall have been commenced (provided, however, that if
such Insolvency or Liquidation Proceeding is dismissed, the corresponding prohibition against the Junior Lien Claimholders taking
any Enforcement Action shall automatically be reinstated as of the date of dismissal as if such Insolvency or Liquidation Proceeding
had not been initiated, unless the Junior Lien Claimholder shall have the right to take any Enforcement Action under the last paragraph
of this Section 2.3); or


 


(c)    
the stated final maturity of the Junior Lien Obligations.


 


Any Distributions on account of a Junior
Lien Obligation or other proceeds of any Enforcement Action obtained by any Junior Lien Claimholders shall in any event be held
in trust by it for the benefit of the Senior Lien Obligations and promptly be paid or delivered to the Senior Lien Collateral Agent
in the form received until all Senior Lien Obligations are paid in full.


 


Anything contained in this Agreement to
the contrary notwithstanding, no provision herein shall prevent any Junior Lien Claimholders from (i) filing lawsuits to prevent
the expiration of any applicable statute of limitations or other similar restrictions on claims, or (ii) seeking specific
performance or other injunctive relief to compel the Company to comply with a non-payment obligation under the Junior Lien Documents.


 


2.4   
Liquidation, Dissolution, Bankruptcy.


 


In the event of any Insolvency or Liquidation
Proceeding that is continuing involving the Company:


 


This Agreement shall remain in full force
and effect and enforceable pursuant to its terms, and all references herein to the Company shall be deemed to apply to the Company
as debtor-in-possession and to any Person claiming through or on their behalf, including a trustee in bankruptcy, receiver, assignee
for the benefit of creditors, liquidating trustee or agent for the estate of the Company, or otherwise.


 


All Senior Lien Obligations shall first
be paid in full before any Distribution, whether in cash, securities or other property, shall be made to any Junior Lien Claimholder
(or any Person claiming through or on behalf of any Junior Lien Claimholder, including a trustee in bankruptcy, receiver, assignee
for the benefit of creditors, liquidating trustee or agent, or otherwise) on account of any Junior Lien Obligations.


 


Any Distribution, whether in cash, securities
or other property, which would otherwise, but for the terms hereof, be payable or deliverable in respect of the Junior Lien Obligations
shall be paid or delivered directly to the Senior Lien Collateral Agent until all Senior Lien Obligations are paid in full. Each
Junior Lien Claimholder by its acceptance of the Junior Lien Documents irrevocably authorizes, empowers and directs any debtor,
debtor in possession, receiver, trustee, liquidator, custodian, conservator or other Person having authority, to pay or otherwise
deliver all such Distributions in respect of the Junior Lien Obligations to the Senior Collateral Agent. Each Junior Lien Claimholder
by its acceptance of the Junior Lien Documents also irrevocably authorizes and empowers the Senior Lien Collateral Agent, in the
name of such Junior Lien Claimholder, to demand, sue for, collect and receive any and all such Distributions. Neither any Senior
Lien Collateral Agent nor any Senior Lien Claimholder shall have any liability to any Junior Lien Claimholder in connection with
any action taken pursuant to this paragraph.


 


Each Junior Lien Claimholder by its acceptance
of the Junior Lien Documents agrees not to initiate, prosecute, support or participate in any claim, action or other proceeding
challenging the enforceability, validity, perfection or priority of the Senior Lien Obligations or any liens and security interests
securing the Senior Lien Obligations.


 


Each Junior Lien Claimholder may execute,
verify, deliver and file any proofs of claim in respect of the Junior Lien Obligations.


 





    12 


     


    


 


		Section 3.	Lien Priorities.





 


3.1   
Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of
any Liens securing the Junior Lien Obligations granted on the Collateral or of any Liens securing the Senior Lien Obligations granted
on the Collateral and notwithstanding any provision of the UCC or any other applicable law or the Junior Lien Documents or any
defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise
of, the Liens securing the Senior Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance
whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, each Junior Lien
Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented
by it, hereby agrees that:


 


(a)    
any Lien on the Collateral securing any Senior Lien Obligations now or hereafter held by or on behalf of any Senior Lien
Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholders or any agent or trustee therefor, regardless of
how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects
and prior to any Lien on the Collateral securing any Junior Lien Obligations; and


 


(b)    
any Lien on the Collateral securing any Junior Lien Obligations now or hereafter held by or on behalf of any Junior Lien
Representative, any Junior Lien Collateral Agent, any Junior Lien Claimholders or any agent or trustee therefor regardless of how
acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in
all respects to all Liens on the Collateral securing any Senior Lien Obligations. All Liens on the Collateral securing any Senior
Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Junior Lien Obligations
for all purposes, whether or not such Liens securing any Senior Lien Obligations are subordinated to any Lien securing any other
obligation of the Company or any other Person.


 


3.2   
Prohibition on Contesting Liens; No Marshaling. Each Junior Lien Representative and each Junior Lien Collateral Agent,
for itself and on behalf of each other Junior Lien Claimholder represented by it, and each Senior Lien Representative and each
Senior Lien Collateral Agent, for itself and on behalf of each other Senior Lien Claimholder represented by it, agrees that it
will not (and hereby waives any right to) directly or indirectly contest or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held,
or purported to be held, by or on behalf of any of the Senior Lien Claimholders in the Senior Lien Collateral or by or on behalf
of any of the Junior Lien Claimholders in the Junior Lien Collateral, as the case may be, or the provisions of this Agreement;
provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Lien Representative, any
Senior Lien Collateral Agent or any Senior Lien Claimholder to enforce this Agreement, including the provisions of this Agreement
relating to the priority of the Liens securing the Senior Lien Obligations as provided in Sections 3.1 and 4.1. Until the
Discharge of Senior Lien Obligations, no Junior Lien Representative, Junior Lien Collateral Agent or Junior Lien Claimholder will
assert any marshaling, appraisal, valuation or other similar right that may otherwise be available to a junior secured creditor.


 


3.3   
No New Liens. So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency
or Liquidation Proceeding has been commenced by or against the Company, the parties hereto agree that the Company shall not:


 


(a)    
grant or permit any additional Liens on any asset or property to secure any Junior Lien Obligation unless it has granted
or concurrently grants a Lien on such asset or property to secure one or more Series of Senior Lien Obligations, the parties hereto
agreeing that any such Lien shall be subject to Section 3.1 hereof; or


 




    13 


     


    

 


(b)    
grant or permit any additional Liens on any asset or property of the Company to secure any Senior Lien Obligations unless
it has granted or concurrently grants a Lien on such asset or property of the Company to secure the Junior Lien Obligations; provided
that this provision will not be violated with respect to any particular Series of Junior Lien Obligations if the applicable Junior
Lien Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Junior Lien Collateral
Agent states in writing that the Junior Lien Documents in respect thereof prohibit such Junior Lien Collateral Agent from accepting
a Lien on such asset or property or the applicable Junior Lien Collateral Agent otherwise expressly declines to accept a Lien on
such asset or property (any such prohibited or declined Lien with respect to a particular Series of Junior Lien Obligations, a
“Junior Lien Declined Lien”).


 


If any Junior Lien Representative, any Junior
Lien Collateral Agent or any Junior Lien Claimholder shall hold any Lien on any assets of the Company securing any Junior Lien
Obligations that are not also subject to one or more first-priority Liens securing Senior Lien Obligations under the Senior Lien
Collateral Documents, such Junior Lien Representative, Junior Lien Collateral Agent or Junior Lien Claimholder shall notify the
Senior Lien Representative promptly upon having actual knowledge thereof and, unless the Company shall promptly grant a similar
Lien on such assets of the Company to each Senior Lien Collateral Agent as security for the Senior Lien Obligations represented
by it, such Junior Lien Representative, Junior Lien Collateral Agent and Junior Lien Claimholders shall be deemed to hold and have
held such Lien for the benefit of each Senior Lien Representative, Senior Lien Collateral Agent and the other Senior Lien Claimholders,
other than any Senior Lien Claimholders whose Senior Lien Documents prohibit them from taking such Liens, as security for the Senior
Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other
rights and remedies available to any one or more Senior Lien Representative, Senior Lien Collateral Agent and the Senior Lien Claimholders,
each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of each Junior Lien Claimholder represented by
it, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention
of this Section 3.3 shall be subject to Section 5.2.


 


Except as provided in the next paragraph,
if any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder shall hold any Lien on any assets
or property of the Company securing any Senior Lien Obligations that are not also subject to one or more Liens securing Junior
Lien Obligations under the Junior Lien Collateral Documents, such Senior Lien Representative, Senior Lien Collateral Agent or Senior
Lien Claimholder shall notify each Junior Lien Representative promptly upon having actual knowledge thereof and, unless the Company
shall promptly grant a similar Lien, other than any such Lien that would constitute a Junior Lien Declined Lien, on such assets
or property of the Company to each Junior Lien Collateral Agent as security for the Junior Lien Obligations represented by it,
such Senior Lien Representative, Senior Lien Collateral Agent and Senior Lien Claimholders shall be deemed to hold and have held
such Lien for the benefit of each Junior Lien Representative, Junior Lien Collateral Agent and the other Junior Lien Claimholders
(subject to the priorities set forth herein), other than any Junior Lien Claimholders whose Junior Lien Documents prohibit them
from taking such Liens, as security for the Junior Lien Obligations. To the extent that the foregoing provisions are not complied
with for any reason, without limiting any other rights and remedies available to any one or more Junior Lien Representative, Junior
Lien Collateral Agent and the Junior Lien Claimholders, each Senior Lien Representative and each Senior Lien Collateral Agent,
on behalf of each Senior Lien Claimholder represented by it, agrees that any amounts received by or distributed to any of them
pursuant to or as a result of Liens granted in contravention of this Section 3.3 shall be subject to Section 5.2.


 


Notwithstanding anything in this Agreement
to the contrary, prior to the Discharge of Senior Lien Obligations, cash and cash equivalents may be pledged to secure Senior Lien
Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the Senior Lien Documents
without granting a Lien thereon to secure any other Senior Lien Obligations or any other Junior Lien Obligations.


 


3.4   
Perfection of Liens. Except for the arrangements contemplated by Section 5.7, none of the Senior Lien Representatives,
Senior Lien Collateral Agents or the Senior Lien Claimholders shall be responsible for perfecting and maintaining the perfection
of Liens with respect to the Collateral for the benefit of the Junior Lien Representatives, the Junior Lien Collateral Agents or
the Junior Lien Claimholders. The provisions of this Agreement are intended solely to govern the respective Lien priorities as
between the Senior Lien Claimholders on the one hand and the Junior Lien


 




    14 


     


    

Claimholders on the other hand and such provisions shall not
impose on the Senior Lien Representatives, Senior Lien Collateral Agents, the Senior Lien Claimholders, the Junior Lien Representatives,
the Junior Lien Collateral Agents, the Junior Lien Claimholders or any agent or trustee therefor any obligations in respect of
the disposition of proceeds of any Collateral which would conflict with prior-perfected claims therein in favor of any other Person
or any order or decree of any court or Governmental Authority or any applicable law.


 


3.5   
Nature of Senior Lien Obligations. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf
of itself and each other Junior Lien Claimholder represented by it, acknowledges that a portion of the Senior Lien Obligations
represents, or may in the future represent, debt that is revolving in nature and that the amount thereof that may be outstanding
at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Senior Lien
Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the Senior Lien Obligations
may be increased, replaced or refinanced, in each event, without notice to or consent by the Junior Lien Claimholders and without
affecting the provisions hereof. The lien priorities provided in Section 3.1 shall not be altered or otherwise affected by
any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or
refinancing of either the Senior Lien Obligations or the Junior Lien Obligations, or any portion thereof. In addition, as among
the Senior Lien Claimholders, their respective rights and obligations shall be governed by the Senior Lien Intercreditor Agreement
which among other things may provide for various levels of Lien priority and/or payment priority as among the Senior Lien Claimholders
without affecting the provisions hereof.


 


		Section 4.	Enforcement.



 


4.1   
Exercise of Remedies.


 


(a)    
Until the Discharge of Senior Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against the Company, the Junior Lien Representatives, the Junior Lien Collateral Agents and the Junior Lien
Claimholders:


 


(1)    
will not commence or maintain, or seek to commence or maintain, any Collateral Enforcement Action or otherwise exercise
any rights or remedies with respect to the Collateral; provided that any one or more of the Junior Lien Representative and
the Junior Lien Collateral Agent may, in accordance with any relevant Junior Lien Security Document, but is not required to, commence
a Collateral Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least
180 days has elapsed since the later of (i) the date on which a Junior Lien Representative declared the existence of any Event
of Default under (and as defined in) any Junior Lien Documents and demanded the repayment of all the principal amount of any Junior
Lien Obligations thereunder; and (ii) the date on which the Senior Lien Representatives received notice from such Junior Lien
Representative of such declarations of such Event of Default and demand for payment (the “Standstill Period”);
provided, further, that notwithstanding anything herein to the contrary, in no event shall any Junior Lien Representative,
any Junior Lien Collateral Agent or any Junior Lien Claimholder exercise any rights or remedies with respect to the Collateral
if, notwithstanding the expiration of the Standstill Period, any Senior Lien Representative, any Senior Lien Collateral Agent or
any applicable Senior Lien Claimholder(s) shall have commenced and is pursuing a Collateral Enforcement Action or other exercise
of its or their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt written notice
of such exercise to be given to the Junior Lien Representative);


 


(2)    
will not contest, protest or object to (i) any foreclosure proceeding or action brought by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Senior Lien Claimholder or (ii) any other exercise by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Senior Lien Claimholder of any rights and remedies relating to the Collateral under the
Senior Lien Documents or otherwise (including any Collateral Enforcement


 




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Action initiated by or supported by any Senior Lien
Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder); and


 


(3)    
subject to their rights under clause (a)(1) above will not object to the forbearance by any Senior Lien Representative,
any Senior Lien Collateral Agent or any Senior Lien Claimholder from bringing or pursuing any foreclosure proceeding or action
or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by any
Senior Lien Representative in excess of those necessary to achieve a Discharge of Senior Lien Obligations are distributed in accordance
with Section 5.1 hereof and applicable law.


 


(b)    
Until the Discharge of Senior Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against the Company, subject to Section 4.1(a)(1), the Senior Lien Representatives, the Senior
Lien Collateral Agents and the Senior Lien Claimholders shall have the exclusive right to (i) commence and maintain a Collateral
Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their
debt, except that Junior Lien Representatives shall have the credit bid rights set forth in Section 4.1(c)(6)), and
(ii) subject to Section 5.3, make determinations regarding the release, disposition, or restrictions with respect
to the Collateral without any consultation with or the consent of any Junior Lien Representative, any Junior Lien Collateral Agent
or any other Junior Lien Claimholder; provided that, in each case, any proceeds received by any Senior Lien Representative
in excess of those necessary to achieve a Discharge of Senior Lien Obligations are distributed in accordance with Section 5.1
hereof and applicable law. In commencing or maintaining any Collateral Enforcement Action or otherwise exercising rights and remedies
with respect to the Collateral, the Senior Lien Representatives, Senior Lien Collateral Agents and the Senior Lien Claimholders
may enforce the provisions of the Senior Lien Documents and exercise remedies thereunder, all in such order and in such manner
as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with
any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder and regardless of whether
any such exercise is adverse to the interest of any Junior Lien Claimholder. Such exercise and enforcement shall include the rights
of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with
such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and under Bankruptcy
Law of any applicable jurisdiction.


 


(c)    
Notwithstanding the foregoing, any Junior Lien Representative, any Junior Lien Collateral Agent, in accordance with any
relevant Junior Lien Security Document, and any other Junior Lien Claimholder may:


 


(1)    
file a claim or statement of interest with respect to the Junior Lien Obligations; provided that an Insolvency or
Liquidation Proceeding has been commenced by or against the Company;


 


(2)    
take any action not adverse to the priority status of the Liens on the Collateral securing the Senior Lien Obligations,
or the rights of any Senior Lien Representative, any Senior Lien Collateral Agent or the Senior Lien Claimholders to exercise remedies
in respect thereof, in order to create, perfect, preserve or protect its Lien on the Collateral;


 


(3)    
file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Lien Claimholders, including
any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;


 


(4)    
vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings
and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the
Junior Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim
or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other
document, agreement or proposal similar to the foregoing by any Junior


 




    16 


     


    

Lien Representative, any Junior Lien Collateral Agent
or any other Junior Lien Claimholder, may be inconsistent with the provisions of this Agreement;


 


(5)    
exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to
the extent permitted by Section 4.1(a)(1); and


 


(6)    
bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any Senior
Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder, or any sale of Collateral during an
Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any
Junior Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Senior Lien Obligations.


 


Each Junior Lien Representative and each
Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees that it will
not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including
set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of Senior
Lien Obligations has occurred, except in connection with any foreclosure that is expressly permitted by Section 4.1(a)(1)
to pursue after the expiration of the Standstill Period to the extent such Junior Lien Representative or such Junior Lien Collateral
Agent and Junior Lien Claimholders represented by it are permitted to retain the proceeds thereof in accordance with Section 5.2
of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lien Obligations
has occurred, except as expressly provided in Sections 4.1(a), 6.3(b) and this Section 4.1(c), the
sole right of the Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders with respect
to the Collateral is to hold a Lien on the Collateral pursuant to the Junior Lien Collateral Documents for the period and to the
extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Lien Obligations has
occurred.


 


(d)    
Subject to Sections 4.1(a) and (c) and Section 6.3(b):


 


(1)    
each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, agrees that such Junior Lien Representative or such Junior Lien Collateral Agent and such Junior
Lien Claimholders represented by it will not take any action that would hinder any exercise of remedies under the Senior Lien Documents
or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral,
whether by foreclosure or otherwise;


 


(2)    
each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, hereby waives any and all rights such Junior Lien Representative or such Junior Lien Collateral
Agent and such Junior Lien Claimholders represented by it may have as a junior lien creditor or otherwise to object to the manner
in which any Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder seeks to enforce
or collect the Senior Lien Obligations or Liens securing the Senior Lien Obligations granted in any of the Senior Lien Collateral
undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of any Senior
Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder is adverse to the interest of any Junior
Lien Claimholder; and


 


(3)    
each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Junior
Lien Documents (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of any Senior Lien Representative,
any Senior Lien Collateral Agent or any other Senior Lien Claimholder with respect to the Collateral as set forth in this Agreement
and the Senior Lien Documents.


 


(e)    
Except as specifically set forth in this Agreement, the Junior Lien Collateral Agents and the other Junior Lien Claimholders
may exercise rights and remedies as unsecured creditors against the Company that has guaranteed or granted Liens to secure the
Junior Lien Obligations in accordance with the


 




    17 


     


    

terms of the Junior Lien Documents and applicable
law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with
respect to the Company); provided that in the event that any Junior Lien Claimholder becomes a judgment Lien creditor in
respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Junior Lien Obligations,
such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Senior Lien Obligations)
in the same manner as the other Liens securing the Junior Lien Obligations are subject to this Agreement.


 


(f)     
Except as specifically set forth in Sections 4.1(a) and (d), nothing in this Agreement shall prohibit
the receipt by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder of the required
payments of interest, principal and other amounts owed in respect of the Junior Lien Obligations so long as such receipt is not
the direct or indirect result of the exercise by any Junior Lien Representative, any Junior Lien Collateral Agent or any other
Junior Lien Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention
of this Agreement of any Lien held by any of them or as a result of any other violation by any Junior Lien Claimholder of the express
terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies any Senior Lien
Representative, any Senior Lien Collateral Agent or other Senior Lien Claimholder may have with respect to the Senior Lien Collateral.


 


4.2   
Actions Upon Breach; Specific Performance. If any Junior Lien Claimholder, in contravention of the terms of this
Agreement, in any way takes, attempts to or threatens to take any action with respect to the Collateral (including any attempt
to realize upon or enforce any remedy with respect to this Agreement), or fails to take any action required by this Agreement,
this Agreement shall create an irrebutable presumption and admission by such Junior Lien Claimholder that relief against such Junior
Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable
harm to the Senior Lien Claimholders, it being understood and agreed by each Junior Lien Representative and each Junior Lien Collateral
Agent, on behalf of each Junior Lien Claimholder represented by it, that (i) the Senior Lien Claimholders’ damages from
actions of any Junior Lien Claimholder may at that time be difficult to ascertain and may be irreparable and (ii) each Junior
Lien Claimholder waives any defense that either or both the Company and the Senior Lien Claimholders cannot demonstrate either
or both damage and be made whole by the awarding of damages. Each of the Senior Lien Representatives and Senior Lien Collateral
Agents may demand specific performance of this Agreement. Each Junior Lien Representative and each Junior Lien Collateral Agent,
on behalf of itself and each other Junior Lien Claimholder represented by it, hereby irrevocably waives any defense based on the
adequacy of a remedy at law and any other defense which might be asserted to bar the remedy of specific performance in any action
which may be brought by any Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder.
No provision of this Agreement shall constitute or be deemed to constitute a waiver by any Senior Lien Representative or any Senior
Lien Collateral Agent on behalf of itself and each other Senior Lien Claimholder represented by it, of any right to seek damages
from any Person in connection with any breach or alleged breach of this Agreement.


 


		Section 5.	Payments.



 


5.1   
Application of Proceeds. So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against the Company, any Collateral or any proceeds thereof, Restricted
Assets or any proceeds thereof or Sale Proceeds received in connection with any Collateral Enforcement Action or other exercise
of remedies by any Senior Lien Representative, any Senior Lien Collateral Agent or any Senior Lien Claimholder, shall be applied
by the Senior Lien Collateral Agents or the Senior Lien Representatives, as applicable, to the Senior Lien Obligations in such
order as specified in the relevant Senior Lien Documents and, if then in effect, the Senior Lien Intercreditor Agreement (or shall
otherwise be turned over to the applicable party in accordance with the other Intercreditor Agreements); provided, that any non-cash
Collateral or non-cash proceeds may be held by the applicable Senior Lien Collateral Agent as Collateral (or so turned over) unless
the failure to apply (or turn over) such amounts would be commercially unreasonable. Upon the Discharge of Senior Lien Obligations,
each Senior Lien Collateral Agent shall (x) unless a Discharge of Junior Lien Obligations has already


 




    18 


     


    

occurred, deliver any remaining proceeds of Collateral, Restricted
Assets and Sale Proceeds held by it to the Junior Lien Collateral Agent (unless the Senior Lien Collateral Agent is required to
deliver such items to another party in accordance with another Intercreditor Agreement), to be applied by the Junior Lien Collateral
Agent and the other Junior Lien Collateral Agents or Junior Lien Representatives, as applicable, to the applicable Junior Lien
Obligations in such order as specified in the applicable Junior Lien Documents and (y) if a Discharge of Junior Lien Obligations
has already occurred, deliver such proceeds of Collateral, Restricted Assets and Sale Proceeds to the Company or to whomever may
be lawfully entitled to receive the same. Without limiting the generality of the foregoing, it is the intention of the parties
hereto that no amount of any Sale Proceeds will in any event be allocated to any Restricted Assets, and no Junior Lien Representative,
Junior Lien Collateral Agent or other Junior Lien Claimholder will, in any forum (including in any Insolvency or Liquidation Proceeding),
assert that any amount of any Sale Proceeds should be allocated to any Restricted Assets.


 


5.2   
Payments Over.


 


(a)    
So long as the Discharge of Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding
has been commenced by or against the Company, any Collateral or any proceeds thereof, Restricted Assets or proceeds thereof and
all Sale Proceeds (including assets or proceeds subject to Liens referred to in the second to last paragraph of Section 3.3
and any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) received by any Junior Lien Representative,
Junior Lien Collateral Agent or any other Junior Lien Claimholder in connection with any Collateral Enforcement Action or other
exercise of any right or remedy relating to the Collateral or the Restricted Assets, in all cases shall be segregated and held
in trust and forthwith paid over to the Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same
form as received, with any necessary endorsements (which endorsements shall be without recourse and without any representations
or warranties) or as a court of competent jurisdiction may otherwise direct. The Senior Lien Collateral Agent is hereby authorized
to make any such endorsements as agent for the Junior Lien Representatives, Junior Lien Collateral Agents or any such other Junior
Lien Claimholder. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.


 


(b)    
So long as the Discharge of Senior Lien Obligations has not occurred, if in any Insolvency or Liquidation Proceeding any
Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall receive any distribution
of money or other property in respect of the Collateral, Restricted Assets or Sale Proceeds (including any assets or proceeds subject
to Liens that have been avoided or otherwise invalidated), such money or other property shall be segregated and held in trust and
forthwith paid over to the Senior Lien Collateral Agent for the benefit of the Senior Lien Claimholders in the same form as received,
with any necessary endorsements (which endorsements shall be without recourse and without any representations or warranties). Any
Lien received by any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder in respect
of any of the Junior Lien Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.


 


5.3   
Releases.


 


(a)    
If in connection with any Collateral Enforcement Action by any Senior Lien Representative or any Senior Lien Collateral
Agent or any other exercise of any Senior Lien Representative’s or any Senior Lien Collateral Agent’s remedies in respect
of the Collateral, in each case prior to the Discharge of Senior Lien Obligations, such Senior Lien Collateral Agent, for itself
or on behalf of any of the Senior Lien Claimholders represented by it, releases any of its Liens on any part of the Collateral,
then the Liens, if any, of each Junior Lien Collateral Agent, for itself or for the benefit of the Junior Lien Claimholders, on
such Collateral, shall be automatically, unconditionally and simultaneously released. Each Junior Lien Representative and each
Junior Lien Collateral Agent, for itself or on behalf of any Junior Lien Claimholder represented by it, shall, within a reasonable
time following such request, execute and deliver to the Senior Lien Representatives, Senior Lien Collateral Agents or the Company,
such termination statements, releases and other documents as any Senior Lien Representative, Senior Lien Collateral Agent or the
Company may request in writing to effectively confirm the foregoing releases, provided that the Junior Lien Representative
and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable law or court
order.


 




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(b)    
If in connection with any sale, lease, exchange, transfer or other disposition of any Collateral by the Company (collectively,
a “Disposition”) permitted under the terms of the Senior Lien Documents and not expressly prohibited under the
terms of the Junior Lien Documents (other than in connection with a Collateral Enforcement Action or other exercise of any one
or more Senior Lien Representative’s and Senior Lien Collateral Agent’s remedies in respect of the Collateral, which
shall be governed by Section 5.3(a) above above), any Senior Lien Collateral Agent, for itself or on behalf of any
Senior Lien Claimholder represented by it, releases any of its Liens on any part of the Collateral, other than (A) in connection
with, or following, the Discharge of Senior Lien Obligations or (B) after the occurrence and during the continuance of any
Event of Default under (and as defined in) any Junior Lien Documents, then the Liens, if any, of each Junior Lien Collateral Agent,
for itself or for the benefit of the Junior Lien Claimholders represented by it, on such Collateral shall be automatically, unconditionally
and simultaneously released. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of
each other Junior Lien Claimholder represented by it, shall, promptly execute and deliver to the Senior Lien Representatives, the
Senior Lien Collateral Agents or the Company such termination statements, releases and other documents as any Senior Lien Representative,
Senior Lien Collateral Agent or the Company may request to effectively confirm such release, provided that the Junior Lien
Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable
law or court order.


 


(c)    
Until the Discharge of Senior Lien Obligations occurs, each Junior Lien Representative and each Junior Lien Collateral Agent,
for itself and on behalf of each other Junior Lien Claimholder represented by it, hereby irrevocably constitutes and appoints the
Senior Lien Collateral Agent and any officer or agent of the Senior Lien Collateral Agent, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Lien Representative,
such Junior Lien Collateral Agent and such Junior Lien Claimholders or in the Senior Lien Collateral Agent’s own name, from
time to time in the Senior Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.3,
to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish
the purposes of this Section 5.3, including any endorsements or other instruments of transfer or release. This power
is coupled with an interest and is irrevocable until the Discharge of Senior Lien Obligations.


 


(d)    
Until the Discharge of Senior Lien Obligations occurs, to the extent that any Senior Lien Collateral Agent, any Senior Lien
Representative or Senior Lien Claimholders (i) has released any Lien on Collateral and any such Liens are later reinstated
or (ii) obtains any new Liens from the Company, then each Junior Lien Collateral Agent, for itself and for the Junior Lien
Claimholders represented by it, shall be granted a Lien on any such Collateral (except to the extent such Lien represents a Junior
Lien Declined Lien with respect to the Junior Lien Debt represented by such Junior Lien Collateral Agent), subject to the lien
subordination provisions of this Agreement, and each Junior Lien Representative, for itself and for the Junior Lien Claimholders
represented by it, shall be granted an additional lien.


 


5.4   
Insurance. Unless and until the Discharge of Senior Lien Obligations has occurred, the Senior Lien Representatives,
the Senior Lien Collateral Agents and the other Senior Lien Claimholders shall have the sole and exclusive right, subject to the
rights of the Company under the Senior Lien Documents, to adjust settlement for any insurance policy covering the Collateral in
the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu
of condemnation) affecting the Collateral. Subject to the rights of the Company under the Senior Lien Documents, all proceeds of
any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) if in respect of the Collateral
shall be applied in the order of priority set forth in Section 5.1. Until the Discharge of Senior Lien Obligations has occurred,
if any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall, at any time, receive
any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, then it shall segregate
and hold in trust and forthwith pay such proceeds over to the Senior Lien Collateral Agent in accordance with the terms of Section 5.2.


 




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5.5   
Amendments to Senior Lien Documents and Junior Lien Documents.


 


(a)    
The Senior Lien Documents of any Series may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time in accordance with their terms and the Senior Lien Claims of any Series may be Refinanced subject to Section 5.8
and Section 8.7, in each case, without notice to, or the consent of, any Junior Lien Representative, any Junior Lien
Collateral Agent or any other Junior Lien Claimholder, all without affecting the lien subordination or other provisions of this
Agreement; provided that any such amendment, supplement or modification or Refinancing is not inconsistent with the terms
of this Agreement and, in the case of a Refinancing, the holders of such Refinancing debt or their agent bind themselves in a writing
addressed to each Junior Lien Collateral Agent to the terms of this Agreement.


 


(b)    
The Junior Lien Documents may be amended, restated, amended and restated, supplemented or otherwise modified from time to
time in accordance with their terms and the Junior Lien Debt of any Series may be Refinanced in full but not in part subject to
Section 5.8 and Section 8.7, in each case, without notice to, or the consent of, any Senior Lien Representative,
any Senior Lien Collateral Agent or any other Senior Lien Claimholder, all without affecting the lien subordination or other provisions
of this Agreement, provided that any such amendment, restatement, supplement or modification or Refinancing is not inconsistent
with the terms of this Agreement and, in the case of any Refinancing, the holders of such Refinancing debt or their agent bind
themselves in a writing addressed to each Senior Lien Collateral Agent to the terms of this Agreement; and provided further that
any such amendment, restatement, supplement, modification or Refinancing shall not, without the consent of each Senior Lien Representative:


 


(1)    
increase the then-outstanding principal amount of the Junior Lien Debt of that Series, provided, that the foregoing shall
not restrict any increases in principal resulting from any “payment in kind”;


 


(2)    
increase the “Applicable Margin” or similar component of the interest rate or yield provisions applicable to
the Indebtedness outstanding under the Junior Lien Documents of that Series in a manner that would result in the total yield thereon
to exceed by more than [3]% per annum the total yield on Indebtedness thereunder as in effect on the date such Indebtedness
became Junior Lien Debt (excluding increases resulting from the accrual of interest at the default rate);


 


(3)    
amend or otherwise modify any “Default” or “Event of Default” (as each such term is defined in the
Junior Lien Documents for that Series) thereunder in a manner adverse to the loan parties thereunder;


 


(4)    
accelerate any date upon which a scheduled payment of principal or interest is due, or otherwise decrease the weighted average
life to maturity;


 


(5)    
modify (or undertake any action having the effect of a modification of) the mandatory prepayment provisions of the Junior
Lien Documents for that Series in a manner adverse to the Senior Lien Claimholders; or


 


(6)    
increase materially the obligations of the obligor thereunder or confer any additional material rights of the Junior Lien
Claimholders (or a representative on their behalf) which would be adverse to any Senior Lien Claimholders.


 


(c)    
In the event any Senior Lien Collateral Agent or the applicable Senior Lien Claimholders and the Company enter into any
amendment, waiver or consent in respect of any of the Senior Lien Collateral Documents for the purpose of adding to, or deleting
from, or waiving or consenting to any departures from any provisions of, any Senior Lien Collateral Document or changing in any
manner the rights of the applicable Senior Lien Collateral Agent, Senior Lien Claimholders, or the Company thereunder, then such
amendment, waiver or consent shall apply automatically to any comparable provision of a Junior Lien Collateral Document without
the consent of any Junior Lien Representative, Junior Lien Collateral Agent


 




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or other Junior Lien Claimholder and without any action
by any Junior Lien Representative, any Junior Lien Collateral Agent, any other Junior Lien Claimholder, or the Company, provided
that:


 


(1)    
no such amendment, waiver or consent shall have the effect of:


 


(A)   
removing assets subject to the Lien of the Junior Lien Collateral Documents, except to the extent that a release of such
Lien is permitted or required by Section 5.3 and provided that there is a corresponding release of the Liens securing
any Senior Lien Obligations;


 


(B)   
imposing duties on any Junior Lien Collateral Agent or any Junior Lien Representative without its consent;


 


(C)   
permitting other Liens on the Collateral not permitted under the terms of the Junior Lien Documents or Section 6
hereof; or


 


(D)   
being prejudicial to the interests of the Junior Lien Claimholders to a materially greater extent than the Senior Lien Claimholders
(other than by virtue of their relative priority and the rights and obligations hereunder); and


 


(2)    
notice of such amendment, waiver or consent shall have been given to each Junior Lien Collateral Agent within ten (10) Business
Days after the effective date of such amendment, waiver or consent.


 


5.6   
Confirmation of Subordination in Junior Lien Collateral Documents. The Company agrees that each Junior Lien Collateral
Document shall include the following language (or language to similar effect approved by the Senior Lien Collateral Agent):


 


“Notwithstanding anything herein to the contrary,
the lien and security interest granted to the [collateral agent] pursuant to this Agreement and the exercise of any right or remedy
by the [collateral agent] hereunder are subject to the provisions of the Lien Subordination and Intercreditor Agreement, dated
as of [                    ]
(as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Lien Subordination
and Intercreditor Agreement”), among [                    ],
as Initial Senior Lien Representative, [        ], as Initial Senior Lien Collateral Agent,
[                    ], as
Initial Junior Lien Representative, [            ], as Initial Junior
Lien Collateral Agent and certain other persons party to the Lien Subordination and Intercreditor Agreement or that may become
party thereto from time to time. In the event of any conflict between the terms of the Lien Subordination and Intercreditor Agreement
and this Agreement, the terms of the Lien Subordination and Intercreditor Agreement shall govern and control.”


 


5.7   
Gratuitous Bailee/Agent for Perfection; Rights of Initial Senior Collateral Agent and Initial Senior Lien Representative.


 


(a)    
Each Senior Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in
the possession or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien
thereon under the UCC (such Collateral being the “Pledged Collateral”) as collateral agent for the Senior Lien
Claimholders and gratuitous bailee for the Junior Lien Collateral Agents (such bailment being intended, among other things, to
satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and 9-313(c) of the UCC) and any assignee thereof solely for
the purpose of perfecting the security interest granted under the Senior Lien Documents and the Junior Lien Documents, respectively,
subject to the terms and conditions of this Section 5.7. Solely with respect to any deposit accounts under the control
(within the meaning of Section 9-104 of the UCC) of any Senior Lien Collateral Agent, such Senior Lien Collateral Agent hereby
agrees to also hold control over such deposit accounts as gratuitous agent for the Junior Lien Collateral Agents, subject to the
terms and conditions of this Section 5.7.


 




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(b)    
No Senior Lien Collateral Agent shall have any obligation whatsoever to the Junior Lien Representatives, the Junior Lien
Collateral Agents or the Junior Lien Claimholders to ensure that the Pledged Collateral is genuine or owned by the Company, to
perfect the security interests of the Junior Lien Collateral Agents or other Junior Lien Claimholders or to preserve rights or
benefits of any Person except as expressly set forth in this Section 5.7. The duties or responsibilities of any Senior
Lien Collateral Agent under this Section 5.7 shall be limited solely to holding the Pledged Collateral as gratuitous
bailee (and with respect to deposit accounts, agent) in accordance with this Section 5.7 and delivering the Pledged
Collateral upon a Discharge of Senior Lien Obligations as provided in paragraph (d) below.


 


(c)    
No Senior Lien Collateral Agent or any other Senior Lien Claimholder shall have by reason of the Senior Lien Collateral
Documents, the Junior Lien Collateral Documents, this Agreement or any other document, a fiduciary relationship in respect of any
Junior Lien Representative or any other Junior Lien Claimholder and the Junior Lien Representatives, the Junior Lien Collateral
Agents and the Junior Lien Claimholders hereby waive and release the Senior Lien Collateral Agents and the other Senior Lien Claimholders
from all claims and liabilities arising pursuant to any Senior Lien Collateral Agent’s role under this Section 5.7
as gratuitous bailee and gratuitous agent with respect to the Pledged Collateral. It is understood and agreed that the interests
of the Senior Lien Collateral Agents and the other Senior Lien Claimholders, on the one hand, and the Junior Lien Representatives,
the Junior Lien Collateral Agents and the other Junior Lien Claimholders on the other hand, may differ and the Senior Lien Collateral
Agents and the other Senior Lien Claimholders shall be fully entitled to act in their own interest without taking into account
the interests of the Junior Lien Representatives, the Junior Lien Collateral Agents or other Junior Lien Claimholders.


 


(d)    
Upon the Discharge of Senior Lien Obligations, each Senior Lien Collateral Agent shall deliver the remaining Pledged Collateral
in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and without any
representation or warranty), (x) unless a Discharge of Junior Lien Obligations has not already occurred, to the Junior Lien
Collateral Agent (unless the Senior Lien Collateral Agent is required to deliver such items to another party in accordance with
another Intercreditor Agreement) and (y) if a Discharge of Junior Lien Obligations has already occurred, to the Company or
to whomever may be lawfully entitled to receive the same. Following the Discharge of Senior Lien Obligations, each Senior Lien
Collateral Agent further agrees to take all other action required or requested by any Junior Lien Collateral Agent at the expense
of the Company in connection with the Junior Lien Collateral Agents obtaining a first-priority security interest in the Collateral
(subject to the rights of other parties in accordance with the other Intercreditor Agreements). After the Discharge of Senior Lien
Obligations has occurred, upon the Discharge of Junior Lien Obligations, each Junior Lien Collateral Agent shall deliver the remaining
Pledged Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse
and without any representation or warranty, to the Company or to whomever may be lawfully entitled to receive the same.


 


(e)    
Upon execution of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly following
such requirements or requests, (x) enter into such documents and agreements as the Company or the Initial Senior Lien Representative
and/or the Initial Senior Lien Collateral Agent or Initial Senior Lien Representative shall reasonably request in order to provide
to the Initial Senior Lien Collateral Agent and Initial Senior Lien Representative the rights contemplated hereby, in each case
consistent in all material respects with the terms of this Agreement and (y) deliver to such Initial Senior Lien Collateral
Agent any Pledged Collateral held by it together with any necessary endorsements (or otherwise allow such Initial Senior Lien Collateral
Agent to obtain control of such Pledged Collateral), provided that the Junior Lien Representative or Junior Lien Collateral
Agent shall not be required to take any action if such actions would violate applicable law or court order.


 


5.8   
When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of Senior Lien Obligations
has occurred or contemporaneously therewith, the Company enters into any Refinancing of any Senior Lien Documents evidencing a
Senior Lien Obligation, then such Discharge of Senior Lien Obligations shall automatically be deemed not to have occurred for all
purposes of this Agreement (other than with respect to any actions taken as a result of the occurrence of such first Discharge
of


 




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Senior Lien Obligations), and, from and after the date on which
the Additional Senior Lien Representative and Additional Senior Lien Collateral Agent in respect of such Refinancing each becomes
a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable Senior
Lien Documents shall automatically be treated as Senior Lien Obligations for all purposes of this Agreement, including for purposes
of the Lien priorities and rights in respect of Collateral set forth herein, and the Additional Senior Lien Representative and
the Additional Senior Lien Collateral Agent under such new Senior Lien Documents shall be a Senior Lien Representative and Senior
Lien Collateral Agent, respectively, for all purposes of this Agreement. Upon receipt of a Designation from the Company in accordance
with Section 8.7(b)(2) of this Agreement, each Junior Lien Representative and Junior Lien Collateral Agent shall, promptly
following such requests, (x) enter into such documents and agreements (including amendments or supplements to this Agreement)
as the Company or any one or more such Additional Senior Lien Representative and such Additional Senior Lien Collateral Agent shall
reasonably request in order to provide to such Additional Senior Lien Representative and such Additional Senior Lien Collateral
Agent the rights contemplated hereby, in each case consistent in all material respects with the terms of this Agreement and (y) deliver
to such Additional Senior Lien Collateral Agent any Pledged Collateral held by it together with any necessary endorsements (or
otherwise allow such Additional Senior Lien Collateral Agent to obtain control of such Pledged Collateral), provided that the Junior
Lien Representative and Junior Lien Collateral Agent shall not be required to take any action if such actions would violate applicable
law or court order. If the Additional Senior Lien Obligations under the Additional Senior Lien Documents in respect of such Refinancing
are secured by assets of the Company constituting Collateral that do not also secure the Junior Lien Obligations, then the Junior
Lien Obligations shall be secured at such time by a junior-priority Lien on such assets to the same extent provided in the Junior
Lien Collateral Documents and this Agreement except to the extent, with respect to any Series of Junior Lien Obligations, such
Lien on such assets constitutes a Junior Lien Declined Lien.


 


		Section 6.	Insolvency or Liquidation Proceedings.



 


6.1   
Finance and Sale Issues. Until the Discharge of Senior Lien Obligations has occurred, if the Company shall be subject
to any Insolvency or Liquidation Proceeding and any Senior Lien Representative shall desire to permit the use of “Cash Collateral”
(as such term is defined in Section 363(a) of the Bankruptcy Code) of the Company on which such Senior Lien Representative,
such Senior Lien Collateral Agent or any other creditor has a Lien, or to permit the Company to obtain financing, whether from
the Senior Lien Claimholders or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP
Financing”), then each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of
each other Junior Lien Claimholder represented by it, will not object to such Cash Collateral use or DIP Financing (including any
proposed orders for either or both such Cash Collateral use and DIP Financing which are acceptable to any Senior Lien Representative)
and to the extent the Liens securing the Senior Lien Obligations are subordinated to or pari passu with such DIP Financing, each
Junior Lien Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations
relating thereto) and each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other
Junior Lien Claimholder represented by it, will not request adequate protection or any other relief in connection therewith (except
as expressly agreed by the Senior Lien Representative or to the extent permitted by Section 6.3); provided that the Junior
Lien Representatives and the other Junior Lien Claimholders retain the right to object to any ancillary agreements or arrangements
regarding Cash Collateral use or the DIP Financing that are materially prejudicial to their interests. No Junior Lien Claimholder
may provide DIP Financing to the Company secured by Liens equal or senior in priority to the Liens securing any Senior Lien Obligations.
Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder
represented by it, agrees that it will not seek consultation rights in connection with, and it will not object to or oppose, a
motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the Bankruptcy Code if the requisite Senior
Lien Claimholders have consented to such sale, liquidation or other disposition. Each Junior Lien Representative and each Junior
Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, further agrees that it
will not directly or indirectly oppose or impede entry of any order in connection with such sale, liquidation or other disposition,
including orders to retain professionals or set bid procedures in connection with such sale, liquidation or disposition, if the
requisite Senior Lien Claimholders have consented to (i) such retention of professionals and bid procedures in connection
with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition of such assets, in
which


 




    24 


     


    

event the Junior Lien Claimholders will be deemed to have consented
to the sale or disposition of Collateral pursuant to Section 363(f) of the Bankruptcy Code and such order does not materially
impair the rights of the Junior Lien Claimholders under Section 363(k) of the Bankruptcy Code.


 


Notwithstanding any other provision hereof
to the contrary, each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other
Junior Lien Claimholder represented by it, agrees that (A) without the consent of the Senior Lien Claimholders, none of such
Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or any agent or
the trustee on behalf of any of them shall, for any purpose during any Insolvency or Liquidation Proceeding or otherwise, support,
endorse, propose or submit, whether directly or indirectly, any valuation of the Company or their respective assets that allocates
or ascribes any value whatsoever to any of the Restricted Assets and (B) without the consent of the Senior Lien Claimholders,
none of such Junior Lien Representative or such Junior Lien Collateral Agent, the Junior Lien Claimholders represented by it or
any agent or trustee on behalf of any of them shall for any purpose during any Insolvency or Liquidation Proceeding or otherwise,
challenge, dispute or object, whether directly or indirectly, to any valuation of the Company or its assets, or otherwise take
any position with respect to such valuation, that is proposed, supported or otherwise arises in any Insolvency or Liquidation Proceeding,
on grounds that such valuation does not allocate or ascribe adequate or appropriate value to any of the Restricted Assets.


 


6.2   
Relief from the Automatic Stay. Until the Discharge of Senior Lien Obligations has occurred, each Junior Lien Representative
and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, agrees
that none of them shall: (i) seek (or support any other Person seeking) relief from the automatic stay or any other stay in
any Insolvency or Liquidation Proceeding in respect of the Collateral or the Restricted Assets, without the prior written consent
of all of the Senior Lien Representatives, unless a motion for adequate protection permitted under Section 6.3 has
been denied by a bankruptcy court or (ii) oppose (or support any other Person in opposing) any request by any Senior Lien
Representative or Senior Lien Collateral Agent for relief from such stay.


 


6.3   
Adequate Protection.


 


(a)    
Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other Junior Lien
Claimholder represented by it, agrees that none of them shall contest (or support any other Person contesting):


 


(1)    
any request by any Senior Lien Representative, any Senior Lien Collateral Agent or other Senior Lien Claimholder for adequate
protection under any Bankruptcy Law; or


 


(2)    
any objection by any Senior Lien Representative, any Senior Lien Collateral Agent or other Senior Lien Claimholder to any
motion, relief, action or proceeding based on such Senior Lien Representative, Senior Lien Collateral Agent or Senior Lien Claimholder
claiming a lack of adequate protection.


 


(b)    
Notwithstanding the foregoing provisions in this Section 6.3, in any Insolvency or Liquidation Proceeding:


 


(1)    
if the Senior Lien Claimholders (or any subset thereof) are granted adequate protection in the form of additional collateral
in connection with any  Cash Collateral use or DIP Financing by the Company (except to
the extent such adequate protection is granted to the Senior Lien Representative, Senior Lien Collateral Agent or Senior Lien Claimholder
in consideration of Senior Lien Collateral that does not constitute Collateral), then each Junior Lien Collateral Agent, for itself
or on behalf of any other Junior Lien Claimholder represented by it, may seek or request adequate protection in the form of a Lien
on such additional collateral, which Lien will be subordinated to the Liens securing the Senior Lien Obligations and such Cash
Collateral use or DIP Financing (and all Obligations relating thereto) on the same basis as the other Liens securing the Junior
Lien Obligations are so subordinated to the Senior Lien Obligations under this Agreement; and


 




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(2)    
the Junior Lien Representatives, the Junior Lien Collateral Agents and Junior Lien Claimholders shall only be permitted
to seek adequate protection with respect to their rights in the Collateral in any Insolvency or Liquidation Proceeding in the form
of (A) additional collateral; provided that as adequate protection for the Senior Lien Obligations, each Senior Lien
Collateral Agent, on behalf of the Senior Lien Claimholders represented by it, is also granted a Lien on such additional collateral,
which Lien shall be senior to any Lien of the Junior Lien Representatives, the Junior Lien Collateral Agents and the Junior Lien
Claimholders on such additional collateral; (B) replacement Liens on the Collateral; provided that as adequate protection
for the Senior Lien Obligations, each Senior Lien Collateral Agent, on behalf of the Senior Lien Claimholders represented by it,
is also granted replacement Liens on the Collateral, which Liens shall be senior to the Liens of the Junior Lien Representatives,
the Junior Lien Collateral Agents and the Junior Lien Claimholders on the Collateral; (C) an administrative expense claim;
provided that as adequate protection for the Senior Lien Obligations, each Senior Lien Representative, on behalf of the
Senior Lien Claimholders represented by it, is also granted an administrative expense claim which is senior and prior to the administrative
expense claim of the Junior Lien Representatives and the other Junior Lien Claimholders; and (D) cash payments with respect
to interest on the Junior Lien Obligations; provided that (1) as adequate protection for the Senior Lien Obligations,
each Senior Lien Representative, on behalf of the Senior Lien Claimholders represented by it, is also granted cash payments with
respect to interest on the Senior Lien Obligation represented by it and (2) such cash payments do not exceed an amount equal
to the interest accruing on the principal amount of Junior Lien Obligations outstanding on the date such relief is granted at the
interest rate under the applicable Junior Lien Documents and accruing from the date the applicable Junior Lien Representative is
granted such relief. If any Junior Lien Claimholder receives Post-Petition Interest and/or adequate protection payments in an Insolvency
or Liquidation Proceeding (“Junior Lien Adequate Protection Payments”) and the Senior Lien Claimholders do not
receive payment in full in cash of all Senior Lien Obligations upon the effectiveness of the plan of reorganization for, or conclusion
of, that Insolvency or Liquidation Proceeding, then each Junior Lien Claimholder shall pay over to the Senior Lien Claimholders
an amount (the “Pay-Over Amount”) equal to the lesser of (i) the Junior Lien Adequate Protection Payments
received by such Junior Lien Claimholder and (ii) the amount of the short-fall (the “Short Fall”) in payment
in full in cash of the Senior Lien Obligations; provided that to the extent any portion of the Short Fall represents payments
received by the Senior Lien Claimholders in the form of promissory notes, equity or other property equal in value to the cash paid
in respect of the Pay-Over Amount, the Senior Lien Claimholders shall, upon receipt of the Pay-Over Amount, transfer those promissory
notes, equity or other property, equal in value to the cash paid in respect of the Pay-Over Amount, to the applicable Junior Lien
Claimholders pro rata in exchange for the Pay-Over Amount. Notwithstanding anything herein to the contrary, the Senior Lien Claimholders
shall not be deemed to have consented to, and expressly retain their rights to object to, the grant of adequate protection in the
form of cash payments to the Junior Lien Claimholders made pursuant to this Section 6.3(b).


 


6.4   
No Waiver. Subject to Section 6.7(b), nothing contained herein shall prohibit or in any way limit any Senior
Lien Representative or any other Senior Lien Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise
to any action taken by any Junior Lien Representative or any other Junior Lien Claimholder, including the seeking by any Junior
Lien Representative or any other Junior Lien Claimholder of adequate protection or the asserting by any Junior Lien Representative
or any other Junior Lien Claimholder of any of its rights and remedies under the Junior Lien Documents or otherwise.


 


6.5   
Avoidance Issues. If any Senior Lien Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise
to turn over or otherwise pay to the estate of the Company any amount paid in respect of Senior Lien Obligations (a “Recovery”),
then such Senior Lien Claimholder shall be entitled to a reinstatement of its Senior Lien Obligations with respect to all such
recovered amounts on the date of such Recovery, and from and after the date of such


 




    26 


     


    

reinstatement the Discharge of Senior Lien Obligations shall
be deemed not to have occurred for all purposes hereunder. If this Agreement shall have been terminated prior to such Recovery,
this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge,
impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. This Section 6.5 shall survive
termination of this Agreement.


 


6.6   
Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor
secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization, arrangement,
compromise or liquidation or similar dispositive restructuring plan, both on account of Senior Lien Obligations and on account
of Junior Lien Obligations, then, to the extent the debt obligations distributed on account of the Senior Lien Obligations and
on account of the Junior Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive
the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt
obligations.


 


6.7   
Post-Petition Interest.


 


(a)    
None of any Junior Lien Representative, any Junior Lien Collateral Agent or any other Junior Lien Claimholder shall oppose
or seek to challenge any claim by any Senior Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder
for allowance in any Insolvency or Liquidation Proceeding of Senior Lien Obligations consisting of Post-Petition Interest to the
extent of the value of the Lien of the Senior Lien Collateral Agents on behalf of the Senior Lien Claimholders on the Collateral
or any other Senior Lien Claimholder’s Lien on the Collateral, without regard to the existence of the Liens of the Junior
Lien Collateral Agents or the other Junior Lien Claimholders on the Collateral.


 


(b)    
None of any Senior Lien Representative, Senior Lien Collateral Agent or any other Senior Lien Claimholder shall oppose or
seek to challenge any claim by any Junior Lien Representative, Junior Lien Collateral Agent or any other Junior Lien Claimholder
for allowance in any Insolvency or Liquidation Proceeding of Junior Lien Obligations consisting of Post-Petition Interest to the
extent of the value of the Lien of the Junior Lien Collateral Agents, on behalf of the Junior Lien Claimholders, on the Collateral
(after taking into account the amount of the Senior Lien Obligations).


 


6.8   
Waiver. Each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each other
Junior Lien Claimholder represented by it, waives any claim it may hereafter have against any Senior Lien Claimholder arising out
of the election of any Senior Lien Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and out of
any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any
Insolvency or Liquidation Proceeding so long as such actions are not in express contravention of the terms of this Agreement.


 


6.9   
Separate Grants of Security and Separate Classification. Each Junior Lien Representative and each Junior Lien Collateral
Agent, for itself and on behalf of each other Junior Lien Claimholder represented by it, and each Senior Lien Representative and
each Senior Lien Collateral Agent, for itself and on behalf of each other Senior Lien Claimholder represented by it, acknowledges
and agrees that:


 


(a)    
the grants of Liens pursuant to the Senior Lien Collateral Documents and the Junior Lien Collateral Documents constitute
two separate and distinct grants of Liens; and


 


(b)    
because of, among other things, their differing rights in the Collateral, the Junior Lien Obligations are fundamentally
different from the Senior Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted
in an Insolvency or Liquidation Proceeding.


 




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To further effectuate the intent of the
parties as provided in the immediately preceding sentence, if it is held that the claims of the Senior Lien Claimholders and the
Junior Lien Claimholders in respect of the Collateral constitute only one secured claim (rather than separate classes of senior
and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall be made
as if there were separate classes of senior and junior secured claims against the Company in respect of the Collateral (with the
effect being that, to the extent that the aggregate value of the Collateral is sufficient (for this purpose ignoring all claims
held by the Junior Lien Claimholders), the Senior Lien Claimholders shall be entitled to receive, in addition to amounts distributed
to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were
such separate classes of senior and junior secured claims) in respect of Post-Petition Interest (including any additional interest
payable pursuant to the Senior Lien Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency
or Liquidation Proceeding) before any distribution is made in respect of the claims held by the Junior Lien Claimholders with respect
to the Collateral, with each Junior Lien Representative and each Junior Lien Collateral Agent, for itself and on behalf of each
other Junior Lien Claimholder represented by it, hereby acknowledging and agreeing to turn over to the Senior Lien Collateral Agent,
for itself and on behalf of each other Senior Lien Claimholder, Collateral or proceeds of Collateral otherwise received or receivable
by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the
claim or recovery of the Junior Lien Claimholders).


 


6.10Effectiveness in Insolvency or Liquidation
Proceedings. The Parties acknowledge that this Agreement is a “subordination agreement” under section 510(a)
of the Bankruptcy Code, which will be effective before, during and after the commencement of an Insolvency or Liquidation Proceeding.
All references in this Agreement to the Company will include such Person as a debtor-in-possession and any receiver or trustee
for such Person in an Insolvency or Liquidation Proceeding.


 


		Section 7.	Reliance; Waivers.



 


7.1   
Reliance. Other than any reliance on the terms of this Agreement, each Senior Lien Representative and each Senior
Lien Collateral Agent, on behalf of itself and each other Senior Lien Claimholder represented by it, acknowledges that it and such
Senior Lien Claimholders have, independently and without reliance on any Junior Lien Representative, any Junior Lien Collateral
Agent or any other Junior Lien Claimholder, and based on documents and information deemed by them appropriate, made their own credit
analysis and decision to enter into each of the Senior Lien Documents and be bound by the terms of this Agreement and they will
continue to make their own credit decision in taking or not taking any action under the Senior Lien Documents or this Agreement.
Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder
represented by it, acknowledges that it and such Junior Lien Claimholders have, independently and without reliance on any Senior
Lien Representative, any Senior Lien Collateral Agent or any other Senior Lien Claimholder, and based on documents and information
deemed by them appropriate, made their own credit analysis and decision to enter into each of the Junior Lien Documents and be
bound by the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action
under the Junior Lien Documents or this Agreement.


 


7.2   
No Warranties or Liability. Each Senior Lien Representative and each Senior Lien Collateral Agent, on behalf of itself
and each other Senior Lien Claimholder represented by it, acknowledges and agrees that no Junior Lien Representative or other Junior
Lien Claimholder has made any express or implied representation or warranty, including with respect to the execution, validity,
legality, completeness, collectability or enforceability of any of the Junior Lien Documents, the ownership of any Collateral or
the perfection or priority of any Liens thereon. Except as otherwise provided herein, the Junior Lien Claimholders will be entitled
to manage and supervise their respective extensions of credit under the Junior Lien Documents in accordance with law and as they
may otherwise, in their sole discretion, deem appropriate. Each Junior Lien Representative and each Junior Lien Collateral Agent,
on behalf of itself and each other Junior Lien Claimholder represented by it, acknowledges and agrees that no Senior Lien Representative
or other Senior Lien Claimholder has made any express or implied representation or warranty, including with respect to


 




    28 


     


    

the execution, validity, legality, completeness, collectability
or enforceability of any of the Senior Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens
thereon. Except as otherwise provided herein, the Senior Lien Claimholders will be entitled to manage and supervise their respective
loans and extensions of credit under the Senior Lien Documents in accordance with law and as they may otherwise, in their sole
discretion, deem appropriate. The Junior Lien Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders
shall have no duty to the Senior Lien Representatives, the Senior Lien Collateral Agents or any of the other Senior Lien Claimholders,
and the Senior Lien Representatives, the Senior Lien Collateral Agents and the other Senior Lien Claimholders shall have no duty
to the Junior Lien Representative, the Junior Lien Collateral Agents or any of the other Junior Lien Claimholders, to act or refrain
from acting in a manner which allows, or results in, the occurrence or continuance of an event of default or default under any
agreements with the Company (including the Senior Lien Documents and the Junior Lien Documents), regardless of any knowledge thereof
which they may have or be charged with.


 


7.3   
No Waiver of Lien Priorities.


 


(a)    
No right of the Senior Lien Claimholders, the Senior Lien Representatives, the Senior Lien Collateral Agents or any of them
to enforce any provision of this Agreement or any Senior Lien Documents shall at any time in any way be prejudiced or impaired
by any act or failure to act on the part of the Company or by any act or failure to act by any Senior Lien Claimholder, Senior
Lien Representative or Senior Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions and covenants
of this Agreement, any of the Senior Lien Documents or any of the Junior Lien Documents, regardless of any knowledge thereof which
any Senior Lien Representative, Senior Lien Collateral Agent or any Senior Lien Claimholder, or any of them, may have or be otherwise
charged with.


 


(b)    
Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company under the
Senior Lien Documents and subject to the provisions of Section 5.5(a)), the Senior Lien Claimholders, the Senior Lien
Representatives, the Senior Lien Collateral Agents and any of them may, at any time and from time to time in accordance with either
or both the Senior Lien Documents and applicable law, without the consent of, or notice to, any Junior Lien Representative, any
Junior Lien Collateral Agent or any other Junior Lien Claimholder, without incurring any liabilities to any Junior Lien Representative,
any Junior Lien Collateral Agent or any other Junior Lien Claimholder and without impairing or releasing the Lien priorities and
other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any Junior Lien Representative,
any Junior Lien Collateral Agent or any other Junior Lien Claimholder is affected, impaired or extinguished thereby) do any one
or more of the following:


 


(1)    
change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase
or alter, the terms of any of the Senior Lien Obligations or any Lien on any Senior Lien Collateral or guaranty of any of the Senior
Lien Obligations or any liability of the Company, or any liability incurred directly or indirectly in respect thereof (including
any increase in or extension of the Senior Lien Obligations, without any restriction as to the tenor or terms of any such increase
or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held by any Senior Lien
Representative, any Senior Lien Collateral Agent or any of the other Senior Lien Claimholders, the Senior Lien Obligations or any
of the Senior Lien Documents;


 


(2)    
sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part
of the Senior Lien Collateral or any liability of the Company to any of the Senior Lien Claimholders, the Senior Lien Representatives
or the Senior Lien Collateral Agents, or any liability incurred directly or indirectly in respect thereof, including, without limitation,
by agreeing to waive, modify, replace or eliminate any provision of the Senior Lien Documents or Senior Lien Collateral Documents
in any manner;


 


(3)    
settle or compromise any Senior Lien Obligation or any other liability of the Company or any security therefor or any liability
incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability
(including the Senior Lien Obligations) in any manner or order;


 




    29 


     


    

(4)    
exercise or delay in or refrain from exercising any right or remedy against the Company or any other Person or any security,
and elect any remedy and otherwise deal freely with the Company, or any Senior Lien Collateral and any security and any guarantor
or any liability of the Company to the Senior Lien Claimholders or any liability incurred directly or indirectly in respect thereof;
and


 


(5)    
comply with the terms of the other Intercreditor Agreements.


 


(c)    
Except as otherwise expressly provided herein, each Junior Lien Representative and each Junior Lien Collateral Agent, on
behalf of itself and each other Junior Lien Claimholder represented by it, also agrees that the Senior Lien Claimholders, the Senior
Lien Representatives and the Senior Lien Collateral Agents shall have no liability to such Junior Lien Representative, such Junior
Lien Collateral Agent or any such Junior Lien Claimholders, and such Junior Lien Representative and such Junior Lien Collateral
Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, hereby waives any claim against any Senior
Lien Claimholder, any Senior Lien Representative or any Senior Lien Collateral Agent arising out of any and all actions which the
Senior Lien Claimholders, any Senior Lien Representative or any Senior Lien Collateral Agent may take or permit or omit to take
with respect to:


 


(1)    
the Senior Lien Documents (other than this Agreement) and the other Intercreditor Agreements;


 


(2)    
the collection of the Senior Lien Obligations; or


 


(3)    
the foreclosure upon, or sale, liquidation or other disposition of, any Senior Lien Collateral.


 


Each Junior Lien Representative and each Junior Lien
Collateral Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, agrees that the Senior Lien Claimholders,
the Senior Lien Representatives and the Senior Lien Collateral Agents have no duty to them in respect of the maintenance or preservation
of the Senior Lien Collateral, the Senior Lien Obligations or otherwise.


 


(d)    
Until the Discharge of Senior Lien Obligations, each Junior Lien Representative and each Junior Lien Collateral Agent, on
behalf of itself and each other Junior Lien Claimholder represented by it, agrees not to assert and hereby waives, to the fullest
extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of any marshaling,
appraisal, valuation or other similar right that may otherwise be available under applicable law with respect to any Senior Lien
Collateral or any other similar rights a junior secured creditor may have under applicable law.


 


7.4   
Obligations Unconditional. All rights, interests, agreements and obligations of the Senior Lien Representatives,
the Senior Lien Collateral Agents and the other Senior Lien Claimholders and the Junior Lien Representatives, the Junior Lien Collateral
Agents and the other Junior Lien Claimholders, respectively, hereunder shall remain in full force and effect irrespective of:


 


(a)    
any lack of validity or enforceability of any Senior Lien Documents or any Junior Lien Documents;


 


(b)    
except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in
any other terms of, all or any of the Senior Lien Obligations or Junior Lien Obligations, or any amendment or waiver or other modification,
including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any Senior Lien Documents
or any Junior Lien Documents;


 


(c)    
except as otherwise expressly set forth in this Agreement, any exchange of any security interest in any Collateral or any
other collateral, or any amendment, waiver or other modification, whether


 




    30 


     


    

in writing or by course of conduct or otherwise, of
all or any of the Senior Lien Obligations or Junior Lien Obligations or any guaranty thereof;


 


(d)    
the commencement of any Insolvency or Liquidation Proceeding in respect of the Company; or


 


(e)    
any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Company in respect
of any Senior Lien Representative, any Senior Lien Collateral Agent, the Senior Lien Obligations, any Senior Lien Claimholder,
any Junior Lien Representative, any Junior Lien Collateral Agent, the Junior Lien Obligations or any Junior Lien Claimholder in
respect of this Agreement.


 


		Section 8.	Miscellaneous.



 


8.1   
Integration/Conflicts. This Agreement, the Senior Lien Documents and the Junior Lien Documents represent the entire
agreement by and among the Company, the Senior Lien Claimholders and the Junior Lien Claimholders with respect to the subject matter
hereof and thereof, and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof and thereof. There are no promises, undertakings, representations or warranties by the Senior Lien Claimholders or
the Junior Lien Claimholders relative to the subject matter hereof and thereof not expressly set forth or referred to herein or
therein. In the event of any conflict between the provisions of this Agreement and the provisions of the Senior Lien Documents
or the Junior Lien Documents, the provisions of this Agreement shall govern and control.


 


8.2   
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed
and delivered by the parties hereto. This is a continuing agreement of lien subordination and the Senior Lien Claimholders may
continue, at any time and without notice to any Junior Lien Representative or any other Junior Lien Claimholder, to extend credit
and other financial accommodations and lend monies to or for the benefit of the Company or Centrus constituting Senior Lien Obligations
in reliance hereon. Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior
Lien Claimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of
the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any
Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the
invalid, illegal or unenforceable provisions. All references to the Company shall include the Company as debtor and debtor-in-possession
and any receiver, trustee or similar person acting for the Company (as the case may be) in any Insolvency or Liquidation Proceeding.
This Agreement shall terminate and be of no further force and effect:


 


(a)    
with respect to any Senior Lien Representative and any Senior Lien Collateral Agent, the Senior Lien Claimholders represented
by them and their Senior Lien Obligations, on the date on which the Senior Lien Obligations of such Senior Lien Claimholders are
Discharged, subject to the rights of such Senior Lien Claimholders under Sections 5.8 and 6.5; and


 


(b)    
with respect to any Junior Lien Representative and any Junior Lien Collateral Agent, the Junior Lien Claimholders represented
by them and their Junior Lien Obligations, on the date on which the Junior Lien Obligations of such Junior Lien Claimholders are
Discharged subject to the rights of such Junior Lien Claimholders under Sections 5.8 and 6.5;


 


provided, however, that in each case, such termination
shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.


 




    31 


     


    

8.3   
Amendments; Waivers.


 


(a)    
No amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same
shall be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only
with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations
of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, the Company shall
not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to
the extent their rights are directly and adversely affected; provided that upon execution and delivery of an acknowledgement substantially
in the form of Exhibit D attached hereto (the “Supplemental Acknowledgement”) by an Additional Grantor, such
Additional Grantor shall have acknowledged and agreed to the terms in this Agreement in the same manner as the Company on the date
hereof.


 


(b)    
Notwithstanding the foregoing, without the consent of any Senior Lien Claimholder or Junior Lien Claimholder, any Representative
and Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.7
of this Agreement and upon such execution and delivery, such Representative and Collateral Agent and the Additional Senior Lien
Claimholders and Additional Senior Lien Obligations or Additional Junior Lien Claimholders and Additional Junior Lien Obligations
of the Series for which such Representative and Collateral Agent is acting shall be subject to the terms hereof.


 


(c)    
Notwithstanding the foregoing, without the consent of any other Representative, Collateral Agent or Senior Lien Claimholder,
the Senior Lien Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any
incurrence of any Additional Senior Lien Obligations or Additional Junior Lien Obligations in compliance with this Agreement.


 


8.4   
Information Concerning Financial Condition of the Company and its Subsidiaries. The Senior Lien Representatives,
the Senior Lien Collateral Agents and the Senior Lien Claimholders, on the one hand, and the holders of the Junior Lien Obligations,
on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition of the Company
and its Subsidiaries and any endorsers or guarantors of the Senior Lien Obligations or the Junior Lien Obligations and (b) all
other circumstances bearing upon the risk of nonpayment of the Senior Lien Obligations or the Junior Lien Obligations. The Senior
Lien Representatives, the Senior Lien Collateral Agents and the other Senior Lien Claimholders, on the one hand, and the Junior
Lien Representatives, the Junior Lien Collateral Agents and any other Junior Lien Claimholder, on the other hand, shall have no
duty to advise of information known to it or them regarding such condition or any such circumstances or otherwise. In the event
any Claimholder, in its sole discretion, undertakes at any time or from time to time to provide any such information to any other
Claimholder, it shall be under no obligation:


 


(a)    
to make, and such Claimholder shall not make, any express or implied representation or warranty, including with respect
to the accuracy, completeness, truthfulness or validity of any such information so provided;


 


(b)    
to provide any additional information or to provide any such information on any subsequent occasion;


 


(c)    
to undertake any investigation; or


 


(d)    
to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to
maintain confidential or is otherwise required to maintain confidential.


 


8.5   
Subrogation. With respect to the value of any payments or distributions in cash, property or other assets that any
of the Junior Lien Representatives, the Junior Lien Collateral Agents or the other Junior Lien Claimholders pays over to any of
the Senior Lien Representatives, the Senior Lien Collateral Agents or the other Senior Lien Claimholders under the


 




    32 


     


    

terms of this Agreement, such Junior Lien Claimholders, Junior
Lien Representatives and Junior Lien Collateral Agents shall be subrogated to the rights of such Senior Lien Representatives, Senior
Lien Collateral Agents and Senior Lien Claimholders; provided that each Junior Lien Representative and each Junior Lien Collateral
Agent, on behalf of itself and each other Junior Lien Claimholder represented by it, hereby agrees not to assert or enforce any
such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Senior Lien Obligations has
occurred. The Company acknowledges and agrees that the value of any payments or distributions in cash, property or other assets
received by any Junior Lien Representative, Junior Lien Collateral Agent or other Junior Lien Claimholder that are paid over to
any Senior Lien Representative, Senior Lien Collateral Agent or other Senior Lien Claimholder pursuant to this Agreement shall
not reduce any of the Junior Lien Obligations.


 


8.6   
Application of Payments. All payments received by any Senior Lien Representative, Senior Lien Collateral Agent or
other Senior Lien Claimholder may be applied, reversed and reapplied, in whole or in part, to such part of the Senior Lien Obligations
provided for in the Senior Lien Documents (subject to the Senior Lien Intercreditor Agreement and any other Intercreditor Agreement,
if then in effect). Each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior
Lien Claimholder represented by it, agrees to any extension or postponement of the time of payment of the Senior Lien Obligations
or any part thereof and to any other indulgence with respect thereto, to any substitution, exchange or release of any Lien which
may at any time secure any part of the Senior Lien Obligations and to the addition or release of any other Person primarily or
secondarily liable therefor.


 


8.7   
Additional Senior Lien Claims and Additional Junior Debt.


 


(a)    
To the extent, but only to the extent, permitted by the provisions of the Senior Lien Documents and the Junior Lien Documents
and Section 5.5, the Company may incur or issue or guarantee any one or more Senior Lien Claims that the Company designates
as Additional Senior Lien Claims and one or more series or classes of Indebtedness that Refinances any Initial Junior Lien Debt
and that the Company designates as Additional Junior Lien Debt.


 


Any such series or class of Additional Senior
Lien Claims may be secured by a first-priority, senior Lien on the Collateral, in each case under and pursuant to the Senior Lien
Collateral Documents for such Series of Additional Senior Lien Claims. The Senior Lien Representative and Senior Lien Collateral
Agent in respect of any Additional Senior Lien Claims may elect to become a party hereto by satisfying the conditions set forth
in clauses (1) through (3) of Section 8.7(b).


 


Any such Additional Junior Lien Debt may
be secured by a junior-priority, subordinated Lien on the Collateral, in each case under and pursuant to the relevant Junior Lien
Collateral Documents for such Series of Additional Junior Lien Debt, if and subject to the condition, the Additional Junior Lien
Representative and Additional Junior Lien Collateral Agent of any such Additional Junior Lien Debt each becomes a party to this
Agreement by satisfying the conditions set forth in clauses (1) through (3) of Section 8.7(b). Upon any Additional
Junior Lien Representative and Additional Junior Lien Collateral Agent so becoming a party hereto, all Additional Junior Lien Obligations
of such Series shall also be entitled to be so secured by a subordinated Lien on the Collateral in accordance with the terms hereof
and thereof.


 


(b)    
In order for an Additional Representative and an Additional Collateral Agent to become a party to this Agreement:


 


(1)    
such Additional Representative and such Additional Collateral Agent shall have executed and delivered to each other then-existing
Representative a Joinder Agreement substantially in the form of Exhibit A hereto (if such Representative is an Additional Junior
Lien Representative and such Collateral Agent is an Additional Junior Lien Collateral Agent, with such changes as may be reasonably
approved by the Senior Lien Representative and such Representative and such Collateral Agent) or Exhibit B hereto (if such Representative
is an Additional Senior Lien Representative and such Collateral Agent is an Additional Senior Lien Collateral Agent, with such
changes as may be reasonably approved by the Senior Lien Representative and such Representative and such Collateral Agent) pursuant
to which such


 




    33 


     


    

Additional Representative becomes a Representative hereunder,
such Additional Collateral Agent becomes a Collateral Agent hereunder and the related Senior Lien Claimholders or Junior Lien Claimholders,
as applicable, become subject hereto and bound hereby;


 


(2)    
the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the form of
Exhibit C hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Senior Lien Claim to be designated
as Additional Senior Lien Claims, or the Indebtedness to be designated as Additional Junior Lien Debt, as applicable, and the initial
aggregate principal amount of such Indebtedness, (B) specify the name and address of the applicable Additional Representative
and Additional Collateral Agent and (C) certify that such Additional Senior Lien Claim or Additional Junior Lien Debt is permitted
to be incurred, secured and guaranteed by each of the Senior Lien Documents and Junior Lien Documents, respectively, and that the
conditions set forth in this Section 8.7 are satisfied with respect to such Additional Senior Lien Claim or Additional
Junior Lien Debt, as applicable; and


 


(3)    
the Company shall have delivered to each other Collateral Agent true and complete copies of each of the Senior Lien Documents
or Junior Lien Documents, as applicable, relating to such Additional Senior Lien Claims or Additional Junior Lien Debt, as applicable.


 


(c)    
The Additional Junior Lien Documents or Additional Senior Lien Documents, as applicable, relating to such Additional Obligations
shall provide that each of the applicable Claimholders with respect to such Additional Obligations will be subject to and bound
by the provisions of this Agreement.


 


8.8   
Agency Capacities.


 


(a)    
Except as expressly provided herein, [                    ]
is acting in the capacity of Initial Senior Lien Representative and Initial Senior Lien Collateral Agent solely for the Initial
Senior Lien Claimholders. Except as expressly provided herein, each other Representative and Collateral Agent is acting in the
capacity of Representative and Collateral Agent, respectively, solely for the Claimholders under the Senior Lien Documents or Junior
Lien Documents for which it is the named Representative or Collateral Agent, as the case may be, in the applicable Joinder Agreement.


 


8.9   
Submission to Jurisdiction; Certain Waivers. Each of the Company and each Representative and each Collateral Agent,
on behalf of itself and each other applicable Claimholder represented by it, hereby irrevocably and unconditionally:


 


(a)    
submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents
(whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan,
the courts of the United States for the Southern District of New York sitting in the Borough of Manhattan, and appellate courts
from any thereof;


 


(b)    
agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state
court or, to the fullest extent permitted by applicable law, in such federal court;


 


(c)    
agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law and that nothing in this Agreement or any other Senior Lien Documents
shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or
any other Senior Lien Documents or Junior Lien Documents against the Company or any of its assets in the courts of any jurisdiction;


 


(d)    
waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying
of venue of any action or proceeding arising out of or relating to this Agreement or any other Collateral Document in any court
referred to in paragraph (a) of this Section 8.9


 




    34 


     


    

(and irrevocably waives to the fullest extent permitted
by applicable law the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court);


 


(e)    
consents to service of process in any such proceeding in any such court by registered or certified mail, return receipt
requested, to the applicable party at its address provided in accordance with Section 8.11 (and agrees that nothing
in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law);


 


(f)     
agrees that service as provided in clause (e) above is sufficient to confer personal jurisdiction over the applicable
party in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; and


 


(g)    
waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive
or consequential damages.


 


8.10   
Waiver of Jury Trial.


 


EACH PARTY HERETO, THE COMPANY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO AND THE COMPANY (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH
PARTY HERETO AND THE COMPANY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


8.11   
Notices. All notices to the Junior
Lien Claimholders and the Senior Lien Claimholders permitted or required under this Agreement shall also be sent to the applicable
Junior Lien Representative and the applicable Senior Lien Representative, respectively. Unless otherwise specifically provided
herein, any notice hereunder shall be in writing and may be personally served, or sent by facsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof,
upon receipt of facsimile, or three Business Days after depositing it in the United States mail with postage prepaid and properly
addressed. For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on
the signature pages hereto or in the Joinder Agreement pursuant to which it becomes a party hereto, or, as to each party, at such
other address as may be designated by such party in a written notice to all of the other parties.


 


8.12   
Further Assurances. Each Senior
Lien Representative and each Senior Lien Collateral Agent, on behalf of itself and each other Senior Lien Claimholder represented
by it, each Junior Lien Representative and each Junior Lien Collateral Agent, on behalf of itself and each other Junior Lien Claimholder
represented by it, and the Company agrees that it shall take such further action and shall execute and deliver such additional
documents and instruments (in recordable form) as is required or any Senior Lien Representative and Senior Lien Collateral Agent
or any Junior Lien Representative and Junior Lien Collateral Agent may request to effectuate the terms of and the Lien priorities
contemplated by this Agreement.


 


8.13   
Applicable Law


 




    35 


     


    

. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND THE RIGHTS
OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW
YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


8.14   
Binding on Successors and Assigns.
This Agreement shall be binding upon the Senior Lien Representatives, the Senior Lien Collateral Agents, the other Senior Lien
Claimholders, the Junior Lien Representatives, the Junior Lien Collateral Agents, the other Junior Lien Claimholders, the Company
and its successors and assigns from time to time. If any of the Senior Lien Representatives, the Senior Lien Collateral Agents,
the Junior Lien Representatives or the Junior Lien Collateral Agents resigns or is replaced pursuant to the Senior Lien Documents
or the Junior Lien Documents, as applicable, its successor shall be deemed to be a party to this Agreement and shall have all the
rights of, and be subject to all the obligations of, this Agreement. No provision of this Agreement will inure to the benefit of
a trustee, debtor-in-possession, creditor trust or other representative of an estate or creditor of the Company, including where
any such trustee, debtor-in-possession, creditor trust or other representative of an estate is the beneficiary of a Lien securing
Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation Proceeding.


 


8.15   
Section Headings. The section
headings and table of contents used in this Agreement are included herein for convenience of reference only and shall not constitute
a part of this Agreement for any other purpose, be given any substantive effect, affect the construction hereof or be taken into
consideration in the interpretation hereof.


 


8.16   
Counterparts. This Agreement
may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile
or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission (e.g. a document
in “pdf” or “tif” format sent by electronic mail) shall be effective as delivery of a manually executed
counterpart hereof.


 


8.17   
Authorization. By its signature,
each Person executing this Agreement, on behalf of such Person but not in his or her personal capacity as a signatory, represents
and warrants to the other parties hereto that it is duly authorized to execute this Agreement.


 


8.18   
Third Party Beneficiaries/ Provisions
Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the
Senior Lien Claimholders and the Junior Lien Claimholders and their respective successors and assigns from time to time. Each holder
of any Senior Lien Claim that is not (either directly or through an agent) a party hereto shall be an express third party beneficiary
hereof. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Senior
Lien Representatives, the Senior Lien Collateral Agents and the other Senior Lien Claimholders on the one hand and the Junior Lien
Representatives, the Junior Lien Collateral Agents and the other Junior Lien Claimholders on the other hand. Nothing herein shall
be construed to limit the relative rights and obligations as among the Senior Lien Claimholders or as among the Junior Lien Claimholders;
as among the Senior Lien Claimholders, such rights and obligations are governed by, and any provisions herein regarding them are
therefore subject to, the provisions of the Senior Lien Intercreditor Agreement. Other than as set forth in Section 8.3 and
in Section 8.7, none of the Company or any other creditor thereof shall have any rights hereunder and neither the Company
nor the Company may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair the obligations of the Company,
which are absolute and unconditional, to pay the Senior Lien Obligations and the Junior Lien Obligations as and when the same shall
become due and payable in accordance with their terms.


 




    36 


     


    

8.19   
No Indirect Actions. Unless otherwise
expressly stated, if a party may not take an action under this Agreement, then it may not take that action indirectly, or support
any other Person in taking that action directly or indirectly. “Taking an action indirectly” means taking an action
that is not expressly prohibited for the party but is intended by the party to have substantially the same effects as the prohibited
action.


 


8.20   
Relationship with Senior Lien Intercreditor
Agreement; No Duty of Senior Lien Claimholders to Non-Parties. This agreement is solely intended to allocate rights and benefits
between the Senior Lien Claimholders taken together on the one hand and the Junior Lien Claimholders taken together on the other
hand. As among the Senior Lien Claimholders, their respective rights and benefits may be allocated as agreed among the Senior Lien
Claimholders in the Senior Lien Intercreditor Agreement including without limitation as to Lien priority or payment priority all
without affecting the terms of this agreement. Notwithstanding any other provision of this Agreement, no Senior Lien Representative
or Senior Lien Collateral Agent or other Senior Lien Claimholder shall have any duty or obligation hereunder to any other Senior
Lien Representative, Senior Lien Collateral Agent or Senior Lien Claimholder (other than Senior Lien Claimholders of its own Series)
unless such Senior Lien Representative and Senior Lien Collateral Agent shall have become an express party hereto and to the Senior
Lien Intercreditor Agreement.


 


[Remainder of this page intentionally left
blank]


 




    37 


     


    

IN WITNESS WHEREOF, the parties hereto have
executed this Lien Subordination and Intercreditor Agreement as of the date first written above.


 


	 	 	 
	[INSERT NAME]
	as Initial Junior Lien Representative and as Initial Junior Lien Collateral Agent
	 	 
	By:	 	

	 	 	Name:
	 	 	Title:
	 
	[NOTICE ADDRESS]
	 
	
        [                    ],

        as Initial Senior Lien Representative

         

	 	 
	By:	 	

	 	 	Name:
	 	 	Title:
	 
	[NOTICE ADDRESS]
	 
	
        DELAWARE TRUST COMPANY,

        as Initial Senior Lien Collateral Agent

         

	 	 
	By:	 	

	 	 	Name:
	 	 	Title:
	 
	Delaware Trust Company

        2711 Centerville Road, Suite 220

        Wilmington, Delaware 19808


 


	 	 	 
	Acknowledged and Agreed to by:
	 
	[ADDITIONAL GUARANTOR]
	 	 
	By:	 	

	 	 	Name:
	 	 	Title:
	 
	[NOTICE ADDRESS]




    38 


     


    

 


Exhibit A to the

Lien Subordination and Intercreditor Agreement


 


[FORM OF] JUNIOR LIEN JOINDER AGREEMENT
NO. [    ] dated as of [        ], 20[    ]
to the LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Lien Subordination and Intercreditor Agreement”), among [INSERT NAME], as
Initial Senior Lien Representative and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative,
[INSERT NAME], as Initial Junior Lien Collateral Agent and the additional Representatives[ and Collateral Agents] from time to
time a party thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Lien Subordination and Intercreditor Agreement.


 


The undersigned Additional Junior Lien Representative
(the “New Representative”) and Additional Junior Lien Collateral Agent (the “New Collateral Agent”)
are executing this Joinder Agreement in accordance with the requirements of the Lien Subordination and Intercreditor Agreement.


 


Accordingly, the New Representative and
the New Collateral Agent agree to be subject to and bound by, the Lien Subordination and Intercreditor Agreement with the same
force and effect as if the New Representative and the New Collateral Agent had originally been named therein as a Junior Lien Representative
and a Junior Lien Collateral Agent, respectively, and each of the New Representative and the New Collateral Agent, on behalf of
itself and each other Additional Junior Lien Claimholder represented by it, hereby agrees to all the terms and provisions of the
Lien Subordination and Intercreditor Agreement applicable to it as a Junior Lien Representative and a Junior Lien Collateral Agent,
respectively, and to the Additional Junior Lien Claimholders represented by it as Junior Lien Claimholders. and each reference
to “Junior Lien Claimholders” shall include the Additional Junior Lien Claimholders represented by such New Representative
and New Collateral Agent. The Lien Subordination and Intercreditor Agreement is hereby incorporated herein by reference.


 


Each of the New Representative and New Collateral
Agent represents and warrants to the other Representatives, Collateral Agents and the other Claimholders that (i) it has full
power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms and the terms of the Lien Subordination and Intercreditor Agreement and (iii) the Junior Lien
Documents relating to such Additional Junior Lien Debt provide that, upon the New Representative’s and New Collateral Agent’s
entry into this Agreement, the Additional Junior Lien Claimholders in respect of such Additional Junior Lien Debt will be subject
to and bound by the provisions of the Lien Subordination and Intercreditor Agreement as Junior Lien Claimholders.


 


This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Joinder Agreement.


 


Except as expressly supplemented hereby,
the Lien Subordination and Intercreditor Agreement shall remain in full force and effect.


 


THIS JOINDER AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


Any provision of this Joinder Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Lien Subordination and Intercreditor Agreement,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other


 




    39 


     


    

jurisdiction. The parties hereto shall endeavor in good-faith
negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to those of the invalid, illegal or unenforceable provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Lien Subordination and Intercreditor Agreement. All communications
and notices hereunder to the New Representative and the New Collateral Agent shall be given to it at the address set forth below
its signature hereto.


 


[Remainder of this page intentionally left
blank]


 




    40 


     


    

IN WITNESS WHEREOF, the New Representative
and New Collateral Agent have duly executed this Joinder Agreement to the Lien Subordination and Intercreditor Agreement as of
the day and year first above written.


 


	 	 	 	 	 
	[NAME OF NEW REPRESENTATIVE],
	as [        ] for the holders of [            ]
	 	 
	By:	 	

	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	Address for notices:
	 	 
	 	 	

	 	 	

	 	 	attention of:		

	 	 	Telecopy:	 	

	 
	[NAME OF NEW COLLATERAL AGENT],as [        ] for the holders of [            ]
	 	 
	By:	 	

	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	Address for notices:
	 	 
	 	 	

	 	 	

	 	 	attention of:	 	

	 	 	Telecopy:	 	



 




    41 


     


    

Exhibit B to the

Lien Subordination and Intercreditor Agreement


 


[FORM OF] SENIOR LIEN JOINDER AGREEMENT
NO. [    ] dated as of [        ], 20[    ]
to the LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Lien Subordination and Intercreditor Agreement”), among [INSERT NAME], as
Initial Senior Lien Representative and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative,
[INSERT NAME], as Initial Junior Lien Collateral Agent and the additional Representatives and Collateral Agents from time to time
a party thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”), certain subsidiaries of the Company (each a “Grantor”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Lien Subordination and Intercreditor Agreement.


 


The undersigned Additional Senior Lien Representative
(the “New Representative”) and Additional Senior Lien Collateral Agent (the “New Collateral Agent”)
are executing this Joinder Agreement in accordance with the requirements of the Lien Subordination and Intercreditor Agreement.


 


Accordingly, the New Representative and
the New Collateral Agent agree to be subject to and bound by, the Lien Subordination and Intercreditor Agreement with the same
force and effect as if the New Representative and the New Collateral Agent had originally been named therein as a Senior Lien Representative
and a Senior Lien Collateral Agent, respectively, and each of the New Representative and the New Collateral Agent, on behalf of
itself and each other Additional Senior Lien Claimholder represented by it, hereby agrees to all the terms and provisions of the
Lien Subordination and Intercreditor Agreement applicable to it as a Senior Lien Representative and a Senior Lien Collateral Agent,
respectively, and to the Additional Senior Lien Claimholders represented by it as Senior Lien Claimholders. Each reference to a
“Representative” or “Senior Lien Representative” in the Lien Subordination and Intercreditor
Agreement shall be deemed to include the New Representative, each reference to a “Collateral Agent” or “Senior
Lien Collateral Agent” in the Lien Subordination and Intercreditor Agreement shall be deemed to include the New Collateral
Agent and each reference to “Senior Lien Claimholders” shall include the Additional Senior Lien Claimholders represented
by such New Representative and New Collateral Agent. The Lien Subordination and Intercreditor Agreement is hereby incorporated
herein by reference.


 


Each of the New Representative and New Collateral
Agent represents and warrants to the other Representatives, Collateral Agents and the other Claimholders that (i) it has full
power and authority to enter into this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement
has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms and the terms of the Lien Subordination and Intercreditor Agreement and (iii) the [Senior
Lien Documents relating to such Additional Senior Lien Claims provide][Replacement Senior Lien Credit Agreement provides] that,
upon the New Representative’s and New Collateral Agent’s entry into this Agreement, the Additional Senior Lien Claimholders
in respect of such Additional Senior Lien Claims will be subject to and bound by the provisions of the Lien Subordination and Intercreditor
Agreement as Senior Lien Claimholders.


 


This Joinder Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Joinder Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Joinder Agreement.


 


Except as expressly supplemented hereby,
the Lien Subordination and Intercreditor Agreement shall remain in full force and effect.


 


THIS JOINDER AGREEMENT SHALL BE CONSTRUED,
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS
MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 




    42 


     


    

Any provision of this Joinder Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Lien Subordination and Intercreditor Agreement,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Lien Subordination and Intercreditor Agreement. All
communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to it at the address
set forth below its signature hereto.


 


[Remainder of this page intentionally left
blank]


 




    43 


     


    

IN WITNESS WHEREOF, the New Representative
and the New Collateral Agent have duly executed this Joinder Agreement to the Lien Subordination and Intercreditor Agreement as
of the day and year first above written.


 


	 	 	 	 	 
	[NAME OF NEW REPRESENTATIVE], as [        ] for the holders of [            ]
	 	 
	By:	 	

	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	Address for notices:
	 	 
	 	 	

	 	 	

	 	 	attention of:	 	

	 	 	Telecopy:	 	

	 
	[NAME OF NEW COLLATERAL AGENT], as [        ] for the holders of [            ]
	 	 
	By:	 	

	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	Address for notices:
	 	 
	 	 	

	 	 	

	 	 	attention of:	 	

	 	 	Telecopy:	 	



 




    44 


     


    

Exhibit C to the

Lien Subordination and Intercreditor Agreement


 


[FORM OF] DEBT DESIGNATION NO. [    ]
(this “Designation”) dated as of [            ],
20[    ] with respect to the LIEN SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of [            ],
20[    ] (the “Lien Subordination and Intercreditor Agreement”), among [INSERT NAME], as
Initial Senior Lien Representative and Initial Senior Lien Collateral Agent for the Initial Senior Lien Claimholders, [            ],
as Initial Junior Lien Representative[ and][, [        ], as] Initial Junior Lien Collateral
Agent [for the Initial Junior Lien Claimholders] and the additional Representatives and Collateral Agent from time to time a party
thereto, and acknowledged and agreed to by [INSERT NAME OF COMPANY], a [            ]
(the “Company”), certain subsidiaries of the Company (each a “Grantor”).


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Lien Subordination and Intercreditor Agreement.


 


This Designation is being executed and delivered
in order to designate additional secured Obligations of the Company and the grantors as [Additional Senior Lien Claims][Additional
Junior Lien Debt] entitled to the benefit of and subject to the terms of the Lien Subordination and Intercreditor Agreement.


 


The undersigned, the duly appointed [specify
title of Responsible Officer] of the Company hereby certifies on behalf of the Company that:


 


	 	1.	[Insert name of the Company or other Grantor] intends to incur Indebtedness (the “Designated Obligations”) in the initial aggregate principal amount of [            ] pursuant to the following agreement: [describe credit/loan agreement indenture or other agreement giving rise to Additional Senior Lien Claims or Additional Junior Lien Debt, as the case may be] (the “Designated Agreement”) which will be [Additional Senior Lien Obligations][Additional Junior Lien Obligations]. 
	 	2.	The incurrence of the Designated Obligations is permitted by each applicable Senior Lien Documents and Junior Lien Documents. 
	 	3.	Conform the following as applicable; Pursuant to and for the purposes of Section 8.7 of the Lien Subordination and Intercreditor Agreement, (i) the Designated Agreement is hereby designated as [an “Additional Senior Lien Documents”][an “Additional Junior Lien Documents”] [and][,] (ii) the Designated Obligations are hereby designated as [“Additional Senior Lien Obligations”][“Additional Junior Lien Obligations”]. 
	 	4.	a.  The name and address of the Representative for such Designated Obligations is: 


 


[Insert name and all capacities; Address]


 


	Telephone:	 	
 

	 	 
	 	 	 
	Fax:	 	
 

	 	 
	 	 	 
	Email	 	
 

	 	 


 


b. The name and address of the Collateral Agent for
such Designated Obligations is:


 


[Insert name and all capacities; Address]


 


	Telephone:	 	
 

	 	 
	 	 	 
	Fax:	 	
 

	 	 
	 	 	 
	Email:	 	
 

	 	 


 


[Remainder of this page
intentionally left blank]


 




    45 


     


    

IN WITNESS WHEREOF, the Company has caused
this Designation to be duly executed by the undersigned Responsible Officer as of the day and year first above written.


 


	 	 	 
	[INSERT NAME OF COMPANY]
	 	 
	By:	 	

	 	 	Name:
	 	 	Title:


 


 


 


 




    46 


     


    

Exhibit D to the

Lien Subordination and Intercreditor Agreement


 


[FORM OF] SUPPLEMENTAL ACKNOWLEDGMENT NO. [    ]
dated as of [        ], 20[    ] to the LIEN SUBORDINATION AND INTERCREDITOR
AGREEMENT dated as of [            ], 20[    ]
(the “Lien Subordination and Intercreditor Agreement”), among [INSERT NAME], as Initial Senior Lien Representative
and Initial Senior Lien Collateral Agent, [INSERT NAME], as Initial Junior Lien Representative, [INSERT NAME], as Initial Junior
Lien Collateral Agent and the additional Representatives[ and Collateral Agents] from time to time a party thereto, and acknowledged
and agreed to by [INSERT NAME OF ADDITIONAL GRANTOR], a [            ]
(the “Additional Grantor”)


 


Capitalized terms used herein but not otherwise
defined herein shall have the meaning assigned to such terms in the Lien Subordination and Intercreditor Agreement.


 


The undersigned Additional Grantor is executing
this Supplemental Acknowledgment in accordance with the requirements of the Lien Subordination and Intercreditor Agreement.


 


Accordingly, the Additional Grantor agrees
to be subject to and bound by, the Lien Subordination and Intercreditor Agreement with the same force and effect as if the Additional
Grantor had originally been named therein as the Company and the Additional Grantor, hereby agrees to all the terms and provisions
of the Lien Subordination and Intercreditor Agreement applicable to it as the Company and each reference to “Company”
shall include the Additional Grantor. The Lien Subordination and Intercreditor Agreement is hereby incorporated herein by reference.


 


The Additional Grantor represents and warrants
to the Representatives, Collateral Agents and the Claimholders that (i) it has full power and authority to execute and deliver
this Supplemental Acknowledgment, in its capacity as grantor and (ii) this Supplemental Acknowledgment has been duly authorized,
executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with
its terms and the terms of the Lien Subordination and Intercreditor Agreement.


 


This Supplemental Acknowledgment may be
executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Supplemental Acknowledgment by facsimile or other electronic transmission
shall be effective as delivery of a manually signed counterpart of this Supplemental Acknowledgment.


 


Except as expressly supplemented hereby,
the Lien Subordination and Intercreditor Agreement shall remain in full force and effect.


 


THIS SUPPLEMENTAL ACKNOWLEDGMENT SHALL
BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


Any provision of this Supplemental Acknowledgment
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof and in the Lien Subordination and Intercreditor Agreement,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions.


 


All communications and notices hereunder
shall be in writing and given as provided in Section 8.11 of the Lien Subordination and Intercreditor Agreement. All communications
and notices hereunder to the Additional Grantor shall be given to it at the address set forth below its signature hereto.


 




    47 


     


    

 


 


IN WITNESS WHEREOF, the Additional Grantor
has duly executed this Supplemental Acknowledgment to the Lien Subordination and Intercreditor Agreement as of the day and year
first above written.


 


	 	 	 	 	 
	[NAME OF ADDITIONAL GRANTOR]
	 
	 	 
	By:	 	

	 	 	Name:	 	 
	 	 	Title:	 	 
	 
	Address for notices:
	 	 
	 	 	

	 	 	

	 	 	attention of:	 	

	 	 	Telecopy:	 	

	 


 


 


 


 



    48 


    







 


EXHIBIT L


 


FORM OF ACQUIRED SUBSIDIARY GUARANTY


 


This GUARANTY is entered into as of [INSERT
DATE] (this “Agreement”), by [INSERT NAME OF ACQUIRED SUBSIDIARY] (“Guarantor”) in favor
of and for the benefit of Delaware Trust Company, a Delaware state chartered trust company duly organized and existing under the
laws of the State of Delaware, as Trustee and Collateral Agent (the “Trustee”) under the Indenture dated as
of February 14, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Indenture”),
among Centrus Energy Corp., a Delaware corporation (the “Issuer”), United States Enrichment Corporation, a Delaware
corporation as the note guarantor, and the Trustee, and in favor of and for the benefit of each of the Holders of the Notes issued
under the Indenture. Capitalized terms used and not otherwise defined herein have the meaning set forth in the Indenture.


 


RECITALS


 


It is a condition precedent to either the
Issuer’s use of cash to acquire the equity interests of Guarantor if Guarantor has existing Finance Debt or Guarantor’s
incurrence of new Finance Debt that Guarantor shall have made the Guarantee set forth herein.


 


Article
1

GUARANTEES


 


Section
1.01 Guarantee.


 


For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Guarantor, hereby unconditionally guarantees (such guarantee, the
“Guarantee”) to each Holder and the Trustee irrespective of the validity or enforceability of the Indenture,
the Notes, the Security Documents or the Obligations of the Issuer thereunder: (i) the due and punctual payment of the principal
and premium, if any, of, and interest on, the Notes, whether at the Maturity Date or on an interest payment date, by acceleration,
call for redemption or otherwise; (ii) the due and punctual payment of interest on the overdue principal and premium, if any, of,
and interest on, the Notes, if lawful; (iii) the due and punctual payment and performance of all other Obligations of the Issuer
under the Notes, the Indenture and the Security Documents, all in accordance with the terms set forth therein; (iv) in case of
any extension of time of payment or renewal of any Notes or any of such other Obligations thereunder or under the Security Documents,
the due and punctual payment or performance thereof in accordance with the terms of the extension or renewal, whether at the Maturity
Date, by acceleration or otherwise; and (v) fees, costs, expenses, indemnities and liabilities arising under or in connection with
this Agreement (each of the foregoing, including amounts that would become due but for the operation of the automatic stay under
Section 362(a) of the United States Bankruptcy Code, the “Guaranteed Obligations”).


 


Notwithstanding anything to the contrary
contained in this Agreement, the maximum liability of Guarantor pursuant to this Guaranty shall be an amount equal to the amount
of cash transferred or cash payment made pursuant to Section 4.10(b)(9) (A), (B) or (D) of the Indenture


 




      


     


    

to acquire the Equity Interests of Guarantor, or any securities
convertible into, or exchangeable for, such Equity Interests.


 


The Guarantor hereby agrees that, subject
to this Article 1, (i) its obligations hereunder shall be unconditional irrespective of the validity, regularity or enforceability
of the Notes, the Indenture, the Security Documents or the Obligations of the Issuer thereunder, the absence of any action to enforce
the same, any waiver or consent by any Holder with respect to any provisions thereof, any releases of Collateral, any amendment
of the Indenture, the Notes or the Security Documents, any delays in obtaining or realizing upon or failures to obtain or realize
upon Collateral, the recovery of any judgment against the Issuer or any of the Subsidiaries, any action to enforce the same, or
any other circumstance that might otherwise constitute a legal or equitable discharge or defense of the Guarantor, (ii) a payment
of a portion, but not all, of the Guarantied Obligations by one or more other guarantors, including the Note Guarantor will in
no way limit, affect, modify or abridge the liability of Guarantor for any portion of the Guarantied Obligations that has not been
paid and (iii) the Guarantee will not be discharged except by complete payment and performance of the Obligations of the Issuer
under the Notes, the Indenture and the Security Documents or as otherwise provided in Section 1.07 hereof.


 


The Guarantor hereby agrees that it shall
not be entitled to and irrevocably waives (to the extent lawful) (i) diligence, presentment, demand of payment, filing of claim
with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer,
protest, notice and all demands whatsoever and (ii) any claim or other rights that it may now or hereafter acquire against the
Issuer that arise from the existence or performance of the Guaranteed Obligations under its Guarantee, including, without limitation,
any right to participate in any claim or remedy of a Holder against the Issuer or any Collateral that a Holder now has or hereafter
acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment
made hereunder or otherwise, and including, without limitation, the right to take or receive from the Issuer or any of the Subsidiaries,
directly or indirectly, in cash or other property, by setoff or in any other manner, payment or security on account of such claim
or other rights.


 


If any Holder or the Trustee is required
by any court or otherwise to return to the Issuer, the Guarantor or the Note Guarantor, trustee, liquidator, or other similar official
acting in relation to either the Issuer, the Guarantor or the Note Guarantor, any amount
paid by the Issuer, Guarantor or the Note Guarantor to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged,
shall be reinstated in full force and effect.


 


The Guarantor agrees that, as between the
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations
may be accelerated as provided in Section 6.02 of the Indenture for the purposes of the Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration as to the Issuer of the Guaranteed Obligations, and (ii) in the event of any
declaration of acceleration of those Guaranteed Obligations as provided in Section 6.02 of the Indenture those Guaranteed Obligations
(whether or not due and payable) will forthwith become due and payable by the Guarantor for the purpose of the Guarantee.


 




    2 


     


    

The obligations of the Guarantor under its
Guarantee, the Indenture and the Security Documents are not obligations of, or guaranteed as to principal or interest by, the United
States of America.


 


Section
1.02 [Reserved].


 


Section
1.03 Limitation on Guarantor’s Liability.


 


The Guarantor and by its acceptance hereof
each Holder hereby confirms that it is the intention of all such parties that the guarantee by the Guarantor pursuant to its Guarantee
not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Trustee, the
Holders and the Guarantor hereby irrevocably agree that the Guaranteed Obligations shall be limited to the maximum amount as will,
after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the Guaranteed Obligations not constituting
a fraudulent conveyance or fraudulent transfer under Federal or state law or render the Guarantor insolvent.


 


Section
1.04 Rights Under the Guarantee.


 


(a)   
No payment by the Guarantor pursuant to the provisions hereof shall entitle the Guarantor to any payment out of any Collateral
or give rise to any claim of the Guarantor against the Trustee or any Holder.


 


(b)  
The Guarantor waives notice of the issuance, sale and purchase of the Notes and notice from the Trustee or the Holders from
time to time of any of the Notes of their acceptance and reliance on the Guarantee.


 


(c)   
No set-off, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature (other than performance
by the Guarantor of its obligations hereunder) that the Guarantor may have or assert against the Trustee or any Holder shall be
available hereunder to the Guarantor.


 


(d)  
The Guarantor shall pay all reasonable costs and expenses (including all reasonable attorneys’ fees), that may be
incurred by the Trustee in enforcing or attempting to enforce the Guarantee.


 


Section
1.05 Guaranty of Payment Not Collection.


 


The Guaranteed Obligations of the Guarantor
hereunder shall constitute a guaranty of payment when due and not a guaranty of collection. The Guarantor agrees that its obligations
hereunder are independent of the obligations of the Issuer, and that a separate action may be brought against it, whether such
action is brought against the Issuer or whether the Issuer is joined in such action. The Guarantor agrees that its liability hereunder
shall be immediate and shall not be contingent upon the exercise or enforcement by the Trustee or the Holders of whatever remedies
they may have against the Issuer, or the enforcement of any lien or realization


 




    3 


     


    

upon any security the Collateral Agent or the Trustee may at
any time possess. The Guarantor agrees that any release that may be given by the Collateral Agent, Trustee or the Holders to the
Issuer shall not release the Guarantor.


 


Section
1.06 No Subrogation.


 


Notwithstanding any payment or payments
made by the Guarantor hereunder, the Guarantor shall not be entitled to be subrogated to any of the rights of the Trustee or any
Holder against the Issuer or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the
payment of the Guaranteed Obligations, nor shall the Guarantor seek or be entitled to seek any contribution or reimbursement from
the Issuer in respect of payments made by the Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the
Issuer under the Notes and the Issuer’s Obligations thereunder are paid in full. If any amount shall be paid to the Guarantor
on account of such subrogation rights at any time when the Notes and the Issuer’s Obligations thereunder and hereunder shall
not have been paid in full, such amount shall be held by the Guarantor in trust for the Trustee and the Holders, segregated from
other funds of the Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to the Trustee in the exact form
received by the Guarantor (duly indorsed by the Guarantor to the Trustee, if required), to be applied against the Guaranteed Obligations.


 


Section
1.07 Release of the Guarantor


 


The Guarantor will be automatically and
unconditionally released and discharged from all of its Guaranteed Obligations in connection with a Legal Defeasance or Covenant
Defeasance of the Indenture in accordance with Article 8 of the Indenture or upon satisfaction and discharge of the Indenture in
accordance with Article 12 of the Indenture.


 


Section
1.08 Ranking.


 


The Guaranted Obligations shall in all respects
rank pari passu in right of payment with all existing and future unsubordinated Indebtedness of the Guarantor, and will be senior
in right of payment to all existing and future subordinated Indebtedness of the Guarantor, including, without limitation, Finance
Debt.


 


Article
2MISCELLANEOUS


 


Section
2.01 Amendments.


 


This Agreement may not be amended or modified
other than in accordance with the provisions of Sections 9.01 and 9.02 of the Indenture.


 


Section 2.02 Indemnity 


 


Except as set forth below, the Guarantor
shall (jointly and severally with the Issuer and the Note Guarantor) indemnify the Trustee and its officers, directors and employees
against any and all losses, liabilities, claims, damages or expenses incurred by it without negligence or bad faith on its part
arising out of or in connection with the acceptance or administration of its duties


 




    4 


     


    

under this Agreement, the Indenture, the Security Documents
and the Intercreditor Agreements including the costs and expenses of enforcing this Agreement, the Indenture, the Security Documents
or the Intercreditor Agreements against the Issuer or the Guarantor and defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder or thereunder.


 


The Trustee shall notify the Guarantor promptly
of any claim of which it has received written notice for which it may seek indemnity. Failure by the Trustee to so notify the Guarantor
shall not relieve the Guarantor of its obligations hereunder. The Guarantor shall defend the claim and the Trustee shall cooperate
in the defense. In the event that, in the reasonable opinion of the Trustee, a conflict of interest or conflicting defenses would
arise in connection with the representation of the Guarantor and the Trustee by the same counsel, the Trustee may have separate
counsel and the Guarantor shall pay the reasonable fees and expenses of such counsel. The Guarantor shall not be obligated to pay
for any settlement made without its consent, which consent shall not be unreasonably withheld.


 


The obligations of the Guarantor under this
Section 2.02 shall survive the satisfaction and discharge of this Agreement or the Indenture and the resignation or removal
of the Trustee.


 


To secure the Guarantor’s payment
obligations in this Section 2.02, the Trustee shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that money or property held in trust to pay principal of (and premium, if any) and interest on particular
Notes. Such Lien shall survive the satisfaction and discharge of this Agreement and the Indenture.


 


When the Trustee incurs expenses or renders
services after an Event of Default specified


in Section 6.01(h) or (i) of the Indenture occurs, the expenses
and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Code.


 


Section 2.03Governing Law.


 


THIS AGREEMENT AND THE GUARANTEE SHALL BE
CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,
SECTIONS 5-1401 AND 5-140 2 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). THE GUARANTOR
AND, BY ITS ACCEPTANCE HEREOF, THE TRUSTEE, EACH HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE GENERAL JURISDICTION OF ANY NEW YORK
STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN
IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE GUARANTEE
AND IRREVOCABLY ACCEPTS FOR ITSELF AND (IN THE CASE OF THE GUARANTOR) IN RESPECT OF ITS PROPERTY,




    5 


     


    

GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. THE GUARANTOR AND THE TRUSTEE EACH IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, TRIAL BY JURY AND ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
AN INCONVENIENT FORUM. THE GUARANTOR IRREVOCABLY CONSENTS, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW,
TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF
BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GUARANTOR AT ITS ADDRESS SET FORTH UNDER ITS SIGNATURE BELOW, SUCH SERVICE
TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY HOLDER OR THE TRUSTEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE GUARANTOR
IN ANY OTHER JURISDICTION.


 


Section 2.04Successors.


 


All agreements of the Guarantor in this
Agreement shall bind their respective successors.


 


Section 2.05Severability.


 


In case any provision in this Agreement
shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


 


Section 2.06 Counterpart Originals.


 


The parties may sign any number of copies
of this Agreement. Each signed copy shall be an original, but all of them together represent the same agreement.


 


Section 2.07 Table
of Contents, Headings, etc.


 


The Headings of the articles and sections
of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no
way modify or restrict any of the terms or provisions hereof.


 


Section 2.08Guarantied Party as Agent.


 


(a)       The
Trustee has been appointed to act as guarantied party hereunder by the Holders. The Trustee shall be obligated, and shall have
the right hereunder, to make demands, to


 




    6 


     


    

give notices, to exercise or refrain from exercising any rights,
and to take or refrain from taking any action, solely in accordance with this Agreement and the Indenture.


 


(b)       The
Trustee shall at all times be the same Person that is the trustee under the Indenture. Written notice of resignation by the Trustee
pursuant to Section 7.08 of the Indenture shall also constitute notice of resignation as guarantied party under this Agreement;
removal of the Trustee pursuant to Section 7.08 of the Indenture shall also constitute removal as guarantied party under this Agreement;
and appointment of a successor trustee pursuant to the Indenture shall also constitute appointment of a successor guarantied party
under this Agreement. Upon the acceptance of any appointment as trustee under the Indenture by a successor trustee, that successor
trustee shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed
guarantied party under this Agreement, and the retiring or removed guarantied party under this Agreement shall promptly (i) transfer
to such successor guarantied party all sums held hereunder, together with all records and other documents necessary or appropriate
in connection with the performance of the duties of the successor guarantied party under this Agreement, and (ii) take such other
actions as may be necessary or appropriate in connection with the assignment to such successor guarantied party of the rights created
hereunder, whereupon such retiring or removed guarantied party shall be discharged from its duties and obligations under this Agreement.
After any retiring or removed guarantied party’s resignation or removal hereunder as guarantied party, the provisions of
this Agreement shall inure to its benefits as to any actions taken or omitted to be taken by it under this Agreement while it was
guarantied party hereunder.


 


(c)       In
connection with the execution and acting under this Agreement, the Trustee is entitled to all rights, privileges, protections,
immunities, benefits and indemnities provided to it under the Indenture, all of which are incorporated by reference herein mutatis
mutandis.


 


 


[Remainder of page intentionally
left blank]


 




    7 


     


    

SIGNATURES


 


IN WITNESS WHEREOF, the parties hereto have
executed and delivered this Indenture as of the date first written above.


 


 


 





	THE NOTE GUARANTOR:
	[ADDITIONAL NOTE GUARANTOR]
	By:  	 
	 	Name:
	 	Title:
	THE TRUSTEE:
	Delaware Trust Company, as Trustee
	By:  	 
	 	Name:  
	 	Title:  








 


 


 



    8 


    




 


 


 


 


 



 


EXHIBIT M


 


FORM OF PLEDGE AND SECURITY AGREEMENT

FOR ACQUIRED SUBSIDIARY 


 





 


 




    	 	 1	 



     


    

 


 


 



 


PLEDGE AND SECURITY AGREEMENT 


by and among





 


DELAWARE TRUST COMPANY, 


as Collateral Agent, 


 


and


 





[ACQUIRED SUBSIDIARY]


 





DATED AS OF [●]


 


 



 


NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE
LIENS AND SECURITY INTERESTS HEREUNDER AND THE EXERCISE OF ANY RIGHT OR REMEDY WITH RESPECT HERETO ARE SUBJECT TO THE PROVISIONS
OF THE INTERCREDITOR AGREEMENTS (AS DEFINED BELOW). IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF, ON THE ONE HAND, THE INTERCREDITOR
AGREEMENTS AND, ON THE OTHER HAND, THIS PLEDGE AND SECURITY AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENTS SHALL GOVERN AND
CONTROL.


 


PLEDGE AND SECURITY AGREEMENT


 





THIS PLEDGE AND SECURITY AGREEMENT,
dated as of the [●]th day of [●], 20[•] (together with all Exhibits, Annexes and schedules hereto,
as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof, this “Agreement”),
is made by [Acquired Subsidiary], a [Delaware] corporation (“[Acquired Subsidiary]” or “Pledgor”),
a wholly owned subsidiary of Centrus Energy Corp., a Delaware corporation (“Parent” or “Issuer”),
in favor of [Delaware Trust Company], a [Delaware] state chartered trust company duly organized and existing under the laws of
the State of [Delaware], as trustee and collateral agent for the Holders under the Indenture referred to below (in its capacity
as trustee under the Indenture and together with its successors and assigns in such capacity, the “Trustee”
and in its capacity as collateral agent under this Agreement and together with its successors and assigns in such capacity, the
“Collateral Agent”). Capitalized terms used herein without definition shall have the meaning given to them in
the Indenture referred to below.


RECITALS


 





A. Prior to the date hereof, Parent, United
States Enrichment Corporation, Collateral Agent and Trustee have executed and delivered that certain Indenture dated as of February
14, 2017 (as amended, modified, restated or supplemented from time to time, the “Indenture”) pursuant to which
the Parent has issued certain 8.25% Notes due 2027 (the “Notes”).


 


B. It is a condition to the consent under
the Indenture to the Parent’s acquisition of the equity interests of the Pledgor using cash of the Parent that the Pledgor
will guarantee payment thereof and the payment and performance of other obligations pursuant to the guarantee set forth in that
certain Acquired Subsidiary Guaranty entered into by the Pledgor concurrently herewith (the “Guarantee”), and
that the Pledgor shall have entered into this


 




    	 	 2	 



     


    

 


Agreement pursuant to which the Pledgor shall agree to secure
the payment in full of the Guarantee. The Secured Parties are relying on this Agreement in their decision to continue extend credit
to the Issuer under the Notes, and would not permit the acquisition of the Pledgor without the execution and delivery of this Agreement
by the Pledgor.


 


C. The Trustee, the Collateral Agent and
the holders of certain other claims, or the representatives of such holders, may in the future enter into one or more Intercreditor
Agreements in accordance with the Indenture.


 


D. The Pledgor will obtain substantial benefits
as a result of the extension of credit to the Parent under the Indenture and the Notes, and, accordingly, desires to execute and
deliver this Agreement.


 


NOW, THEREFORE, the Pledgor and the Collateral
Agent hereby agree as follows:


 


Article
I



DEFINITIONS


 


1.1               
Defined Terms. For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms
shall have the meaning set forth below:


 


“Accounts” shall have
the meaning ascribed thereto in the Uniform Commercial Code and whether now owned or existing or hereafter acquired or arising.


 


“Affiliate Securities”
means all “securities” of any of the Pledgor’s “affiliates” (as the terms “securities”
and “affiliates” are used in Rule 3-16 of Regulation S-X under the Securities Act of 1033, as amended, and any
successor rule).


 


“Bankruptcy Code” shall
mean 11 U.S.C. Sections 101 et seq., as amended from time to time, and any successor statute, or if the context so requires,
any similar Federal or state law for the relief of debtors.


 


“Chattel Paper” shall
have the meaning ascribed thereto in the Uniform Commercial Code and whether now owned or existing or hereafter acquired or arising.


 


“Collateral” shall have
the meaning given to such term in Section 2.1.


 


“Copyrights” shall mean,
collectively, all of Pledgor’s right, title and interest in and to all United States copyrights (including any registrations
and applications therefor and all renewals and extensions thereof), now owned or existing or created or hereafter acquired or arising;
provided that “Copyrights” shall not include those items relating to advanced enrichment technologies.


 


“Copyright Collateral”
shall mean, collectively, all Copyrights and Copyright Licenses to which Pledgor is or hereafter becomes a party and all other
general intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Copyright or Copyright License,
in each case whether now owned or existing or hereafter acquired or arising.


 


“Copyright License” shall
mean any agreement now or hereafter in effect granting any right to any third party under any of the Copyrights now or hereafter
owned by Pledgor or which Pledgor otherwise has the right to license, or granting any right to Pledgor under any property of the
type described in the definition of Copyrights herein now or hereafter owned by any third party, and all rights of Pledgor under
any such agreement.


 


“Deferred Interests”
shall mean all (i) Copyright Collateral, (ii) Patent Collateral, (iii) Trademark Collateral and (iv) Proceeds
with respect to the foregoing.


 


“Deferred Interests Triggering
Event” shall have the meaning ascribed thereto in Section 2.3(b).


 




    	 	 3	 



     


    

 


“Deposit Account” shall
have the meaning ascribed thereto in the Uniform Commercial Code, including, without limitation, each deposit account of Pledgor,
whether now owned or existing or hereafter acquired or arising and together with all funds held from time to time therein and all
certificates and instruments from time to time representing, evidencing or deposited into any such account.


 


“Document” shall have
the meaning ascribed thereto in the Uniform Commercial Code.


 


“DOE” means the United
States Department of Energy.


 


“DOE Collateral” means
(i) natural uranium feed material or other material acceptable to the Parent or Pledgor transferred by the DOE to the Parent
or Pledgor as payment in kind for services rendered, or to be rendered, to the DOE or for resale by the Parent or Pledgor, which
material is maintained by or for the Parent or Pledgor in specifically designated cylinders, (ii) any Equipment in which the
DOE has or, pursuant to any existing or future contract or agreement, may acquire any ownership interest, (iii) the Receivables
arising from the sale by the Parent or Pledgor of the material referred to in the foregoing clauses (i) or (ii) to the
extent such Receivables are identified as DOE Collateral in the Parent’s or Pledgor’s written or electronic records,
and (iv) all contracts and agreements for the sale of the material referred to in the foregoing clauses (i) or (ii),
books and records related to such material and all proceeds of such material.


 


“Equipment” shall have
the meaning ascribed thereto in the Uniform Commercial Code.


 


“Equity Interest” shall
mean all Equity Interests in any subsidiaries of the Pledgor as of the date hereof or which become a subsidiary of the Pledgor
after the date hereof and the certificates, if any, representing such shares or other Equity Interests, and all dividends, distributions,
cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and any other warrant,
right or option to acquire any of the foregoing; provided, however, in no event shall Affiliate Securities constitute Equity Interests
to the extent excluded by Section 2.1 hereof.


 


“Excluded Account” shall
mean, collectively, (a) any Deposit Account of Pledgor which is used exclusively for the payment of payroll, payroll taxes,
employee benefits or escrow deposits and (b) any other Deposit Account of Pledgor in which the average monthly balance of
available funds on deposit does not exceed $[100,000], provided that the aggregate average monthly balance of available
funds on deposit in all Deposit Accounts under this clause (b) does not at any time exceed $[500,000].


 


“General Intangibles”
shall have the meaning ascribed thereto in the Uniform Commercial Code, provided that “General Intangibles”
shall not include (a) Copyright Collateral, Patent Collateral or Trademark Collateral, (b) the rights of the Pledgor
under contracts, agreements, licenses or permits to the extent that the grant by the Pledgor, or the enforcement by the Collateral
Agent, of a security interest in such contract, agreement, license or permit would violate the terms thereof or applicable law
or regulation (other than to the extent that any such term, law or regulation would be rendered ineffective pursuant to the Uniform
Commercial Code or any other applicable law (including the Bankruptcy Code) or regulation or principles of equity), or (c) the
rights of the Pledgor under any contract or agreement pursuant to which the Pledgor is acting as agent for the United States Government;
provided, further, that the foregoing proviso shall not have the effect of excluding from the Collateral any Accounts or
rights to receive any money or other amounts due or to become due to Pledgor under any such contract, agreement, license or permit
or any proceeds resulting from the sale or other disposition by Pledgor of any rights of Pledgor under any such contract, agreement,
license or permit.


 


“Instruments” shall have
the meaning ascribed thereto in the Uniform Commercial Code, whether now owned or existing or hereafter acquired, including those
evidencing, representing, securing, arising from or otherwise relating to any Accounts or other Collateral.


 


“Inventory” shall have
the meaning ascribed thereto in the Uniform Commercial Code, including, without limitation, all goods manufactured, acquired or
held for sale or lease, all raw materials, component materials, work-in-progress and finished goods, all supplies, goods and other
items and materials used or consumed in the


 




    	 	 4	 



     


    

 


manufacture, production, packaging (including the cylinders
owned by the Pledgor in which inventory is placed), delivery, shipping, selling, leasing or furnishing of such inventory or otherwise
in the operation of the business of Pledgor, all goods in which Pledgor now or at any time hereafter has any interest or right
of any kind, and all goods that have been returned to or repossessed by or on behalf of Pledgor, in each case whether or not the
same is in transit or in the constructive, actual or exclusive occupancy or possession of Pledgor or is held by Pledgor or by others
for the account of Pledgor, and in each case whether now owned or existing or hereafter acquired or arising, but excluding highly-enriched
uranium (HEU) also referred to as weapons grade uranium and inventory and equipment not owned by Pledgor and held in storage for
third parties. This definition also shall not, under any circumstances, include any equipment or material or components thereof
owned by third parties (including, but not limited to Customers of Pledgor) including, without limitation, feed material, enriched
uranium and separative work units, reflected in the Inventory Accounts maintained by Pledgor to record the amount of feed material,
enriched uranium and separative work units, credited to such third parties.


 


“Inventory Account” shall
mean a written or electronic record maintained by Pledgor in its own name or in the name of a third party, which records any or
all of natural uranium, enriched uranium, separative work units and other nuclear material or components held by or for Pledgor
that is owned by the named account holder.


 


“Investment Property”
shall have the meaning ascribed thereto in the Uniform Commercial Code.


 


“License” shall mean
any Copyright License, Patent License or Trademark License.


 


“Money” when used with
initial capitalization shall have the meaning ascribed thereto in the Uniform Commercial Code.


 


“Patents” shall mean,
collectively, all of Pledgor’s right, title and interest in and to all United States patents and pending patent applications,
patent disclosures and any and all reissues, continuations, divisions, renewals, extensions, continuations-in-part thereof, in
each case whether now owned or existing or hereafter acquired or arising; provided that “Patents” shall not
include those items relating to advanced enrichment technologies.


 


“Patent Collateral” shall
mean, collectively, all Patents and all Patent Licenses to which Pledgor is or hereafter becomes a party and all other general
intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any Patent or Patent License, in each case
whether now owned or existing or hereafter acquired or arising.


 


“Patent License” shall
mean any agreement, whether written or oral, now or hereafter in effect granting to any third party any right to make, use or sell
any invention on which one or more of the Patents, now or hereafter owned by Pledgor or which Pledgor otherwise has the right to
license, is in existence, or granting to Pledgor any right to make, use or sell any invention on which property of the type described
in the definition of Patents herein, now or hereafter owned by any third party, is in existence, and all rights of Pledgor under
any such agreement.


 


“Permitted Investments” means:


 


(a) direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof
to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing
within one year from the date of acquisition thereof;


 


(b) investments in commercial paper maturing
within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable
from Standard & Poor’s or P-1 from Moody’s Investors Service, Inc.;


 


(c) investments in certificates of deposit,
banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed
by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized
under the laws of the United States of America or any State thereof which has a combined capital and
surplus and undivided profits of not less than $[500,000,000];


 




    	 	 5	 



     


    




 


(d) investments in money market mutual funds
having portfolio assets in excess of $[2,000,000,000] that comply with the criteria set forth in Securities and Exchange Commission
Rule 2a-7 under the Investment Company Act of 1940 and are rated AAA by Standard & Poor’s or Aaa by Moody’s
Investors Service, Inc.; and


 


(e) fully collateralized repurchase agreements
with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above.


 


“Proceeds” shall have
the meaning given to such term in Section 2.1.


 


“Secured Obligations”
shall have the meaning given to such term in Section 2.2.


 


“Secured Parties” shall
mean, collectively, the Trustee, the Collateral Agent, the Holders from time to time.


 


“Securities Account”
shall have the meaning ascribed to such term in the Uniform Commercial Code.


 


“Trademarks” shall mean,
collectively, all of Pledgor’s United States trademarks, service marks, trade names, corporate and company names, business
names, fictitious business names, service marks, logos, trade dress, trade styles, other source or business identifiers, designs
and general intangibles of a similar nature, including any registrations and applications thereof (but excluding any application
to register any trademark, service mark or other mark prior to the filing under applicable law of a verified statement of use (or
the equivalent) for such trademark, service mark or other mark if the creation of a Lien thereon or security interest therein would
void or invalidate such trademark, service mark or other mark), all renewals and extensions thereof, all rights corresponding thereto,
and all goodwill associated therewith or symbolized thereby, in each case whether now owned or existing or hereafter acquired or
arising; provided that “Trademarks” shall not include those items relating to advanced enrichment technologies.


 


“Trademark Collateral”
shall mean, collectively, all Trademarks and Trademark Licenses to which Pledgor is or hereafter becomes a party and all other
general intangibles embodying, incorporating, evidencing or otherwise relating or pertaining to any of the Trademarks or Trademark
Licenses, in each case whether now owned or existing or hereafter acquired or arising.


 


“Trademark License” shall
mean any agreement, whether written or oral, now or hereafter in effect granting any right to any third party under any of the
Trademarks now or hereafter owned by Pledgor or which Pledgor otherwise has the right to license, or granting any right to Pledgor
under any property of the type described in the definition of Trademarks herein now or hereafter owned by any third party, and
all rights of Pledgor under any such agreement.


 


“Uniform Commercial Code”
shall mean the Uniform Commercial Code as the same may be in effect from time to time in the State of New York; provided
that if, by reason of applicable law, the validity or perfection or the effect of perfection or non-perfection or the priority
of any security interest in any Collateral granted under this Agreement is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than New York, then as to the validity or perfection or the effect of perfection or non-perfection or the
priority, as the case may be, of such security interest, “Uniform Commercial Code” shall mean the Uniform Commercial
Code as in effect in such other jurisdiction.


 


1.2               
Classified Information. In no event shall any of the Copyright Collateral, Patent Collateral or Trademark Collateral
include any Copyright, Patent or Trademark, any application for a Copyright, Patent or Trademark, or any license or right under
any Copyright, Patent or Trademark that is “classified” for reasons of national security or foreign policy under applicable
laws or with respect to which Pledgor is not entitled to pledge, sublicense or assign pursuant to its terms or applicable law or
regulation.


 




    	 	 6	 



     


    

 


1.3 Other Terms. All terms in this
Agreement that are not capitalized shall have the meanings provided by the Uniform Commercial Code to the extent the same are used
or defined therein, unless the context suggests that a different meaning is intended. Except as aforesaid, capitalized terms used
herein without definition shall have the meanings given to them in the Indenture.


Article
II



CREATION OF SECURITY INTEREST


 


2.1               
Pledge and Grant of Security Interest. Pledgor hereby pledges and assigns to the Collateral Agent, for the ratable
benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a Lien upon and security interest in, all of Pledgor’s right, title and interest in and to the following,
in each case whether now owned or existing or hereafter acquired or arising or in which Pledgor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Collateral”):


 


(i) all Accounts;


 


(ii) all Chattel Paper;


 


(iii) all Deposit Accounts;


 


(iv) all Documents;


 


(v) all Instruments;


 


(vi) all Inventory;


 


(vii) all Equipment;


 


(viii) all Investment Property (other than
Equity Interests) representing Permitted Investments or Securities Accounts and any other Investment Property subject to agreements
purporting to establish the control (within the meaning of Section 8-106 of the Uniform Commercial Code) of (a) the Collateral
Agent thereon or (b) solely the holders of indebtedness secured by a senior lien in accordance with the applicable Intercreditor
Agreement (in cases where such holders have not consented to the Collateral Agent obtaining control pursuant to a control agreement
with respect to any such Investment Property in connection with Section 4.11 hereof);


 


(ix) all cash which is not in a Deposit Account
and all Money;


 


(x) all Equity Interests whether Investment
Property or General Intangibles; provided, however, that no Equity Interests of any Foreign Subsidiary shall be included
hereunder to the extent that the aggregate amount of Equity Interests of such Foreign Subsidiary pledged hereunder would exceed
[65]% of such Foreign Subsidiary’s Equity Interests;


 


(xi) all books and records, wherever located,
relating to any of the Collateral;


 


(xii) all General Intangibles (other than
Equity Interests and other than Deferred Interests); and


 


(xiii) any and all proceeds, as such term
is defined in the Uniform Commercial Code, products, rents and profits of or from any and all of the foregoing and, to the extent
not otherwise included in the foregoing, (x) all payments under any insurance (whether or not the Trustee or the Collateral
Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (y) all
payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral
and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively,
“Proceeds”). Pledgor shall file financing statements under the Uniform Commercial Code describing the Collateral
and appropriate statements with the appropriate jurisdictions describing any other statutory liens held by the Trustee or the Collateral
Agent and shall provide copies and evidence of the filing thereof to the Trustee and Collateral Agent within a reasonable time
period after such filing.


 


In no event shall the Collateral include,
and no Pledgor shall be deemed to have granted a security interest in (i) the DOE Collateral or (ii) any of Pledgor’s
rights or interests in any license, contract or agreement to which Pledgor is a party or any of its or interests thereunder to
the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise,
result in a breach of the terms of, or constitute a


 




    	 	 7	 



     


    

 


default under any license, contract or agreement to which Pledgor
is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code or
any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately upon the ineffectiveness,
lapse or termination of any such provision, the Collateral shall include, and Pledgor shall be deemed to have granted a security
interest in, all such rights and interests as if such provision had never been in effect; and provided further that any
Account or money or other amounts due or to become due to Pledgor under any such license, contract or agreement or any proceeds
resulting from the sale or other disposition by Pledgor of any rights of Pledgor under any such license, contract or agreement
shall at no time be excluded from the Collateral or the security interest granted by Pledgor hereunder in favor of the Collateral
Agent.


 


2.2               
Security for Secured Obligations. This Agreement and the Collateral of Pledgor secure the full and prompt payment,
at any time and from time to time as and when due (whether at the stated maturity, by acceleration or otherwise), of all the following
liabilities and obligations of the Pledgor: (a) all liabilities and obligations, including obligations owing to the Collateral
Agent under the Security Documents (as defined in the Indenture), of the Pledgor as a Guarantor pursuant to and under the Guarantee,
whether such liabilities and obligations are now existing or hereafter incurred, created or arising and whether direct or indirect,
absolute or contingent, due or to become due, including, without limitation, interest accruing after the filing of a petition or
commencement of a case by or with respect to Issuer or Pledgor seeking relief under any applicable federal and state laws pertaining
to bankruptcy, reorganization, arrangement, moratorium, readjustment of debts, dissolution, liquidation or other debtor relief,
specifically including, without limitation, the Bankruptcy Code and any fraudulent transfer and fraudulent conveyance laws, whether
or not the claim for such interest is allowed in such proceeding), (b) all such liabilities and obligations that, but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, would become due and (c) all fees, costs
and expenses payable by Pledgor under Section 8.1 (the liabilities and obligations of the Pledgor described in this
Section 2.2, collectively, the “Secured Obligations”). In addition, in the event that Rule 3-16
of Regulation S-X under the Securities Act requires or would require the filing with the Securities and Exchange Commission of
separate financial statements of any “affiliate” of the Pledgor due to the fact that such affiliate’s “securities”
secure any Secured Obligations, then such “securities” shall automatically be deemed not to constitute security for
any Secured Obligations and shall not constitute Equity Interests or Collateral hereunder. As used herein, “securities”
and “affiliate” shall have the meaning set forth in Regulation S-X or such other law, rule or regulation, as applicable.
Notwithstanding anything to the contrary contained in this Agreement, the maximum liability of Pledgor for the Secured Obligations
pursuant to the Guaranty and this Agreement shall be an amount equal to the amount of cash transferred or cash payment made pursuant
to Section 4.10(b)(9) (A), (B) or (D) of the Indenture to acquire the Equity Interests of Pledgor, or any securities convertible
into, or exchangeable for, such Equity Interests.


 


2.3               
Deferred Interests.


 


(a)                
Subject to Section 2.3(b), Pledgor hereby pledges and assigns to the Collateral Agent, for the ratable benefit
of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, a Lien upon and security interest in, all of Pledgor’s right, title and interest in and to the following, in each
case whether now owned or existing or hereafter acquired or arising or in which Pledgor now has or at any time in the future may
acquire any right, title or interest (it being understood that, subject to Section 2.3(b), Section 2.3(c)
and Section 1.2, the following assets and properties shall also constitute “Collateral” as used in this
Agreement):


 


(i) all Copyright Collateral;


 


(ii) all Patent Collateral;


 


(iii) all Trademark Collateral; and


 


(iv) any and all proceeds, as such term is
defined in the Uniform Commercial Code, products, rents and profits of or from any and all of the foregoing and, to the extent
not otherwise included in the foregoing, (w) all payments under any insurance (whether or not the Trustee or the Collateral
Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (x) all
payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral,
(y) all claims and rights to recover for any past, present or future infringement or dilution of or injury to any


 




    	 	 8	 



     


    

 


Copyright Collateral, Patent Collateral or Trademark Collateral,
and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (it being
understood that, subject to Section 2.3(b) and Section 2.3(c), the foregoing assets and properties referred
to in this clause (iv) shall also constitute “Proceeds” as used in this Agreement).


 


(b)                
Notwithstanding the provisions of Section 2.3(a) or any of the provisions contained herein or in the Indenture
or Notes, no Lien upon and security interest in the Deferred Interests shall be deemed to have occurred nor shall any such Lien
and security interest be deemed to have attached to or on the Deferred Interests until the following event shall have occurred
(a “Deferred Interests Triggering Event”): an Event of Default shall have occurred and be continuing. Immediately
upon the occurrence of any Deferred Interests Triggering Event, a Lien on the Deferred Interests consisting of Copyright Collateral,
Patent Collateral, Trademark Collateral and all Proceeds related thereto shall automatically be deemed to have attached in favor
of the Collateral Agent pursuant to this Section 2.3 without any further action by the Collateral Agent or Pledgor
and, on and after the occurrence of such Deferred Interests Triggering Event, the Pledgor shall file financing statements under
the Uniform Commercial Code describing the Collateral represented by such Deferred Interests and Pledgor shall take all necessary
actions, including, but not limited to, those required by Sections 4.9, 4.10 and 4.12 herein to complete any
required annexes to this Agreement, as promptly as possible (and in no event more than ten (10) days from the occurrence of
any such Deferred Interests Triggering Event) at Pledgor’s expense in order to give the Collateral Agent a first priority
security interest (subject to Permitted Liens) in the Collateral represented by such Deferred Interests. As of the date on which
a Lien on any Deferred Interests attaches pursuant to this Section 2.3, the Pledgor shall be deemed to have reaffirmed
the representations and warranties set forth in Article III with respect to such Deferred Interests. Notwithstanding anything to
the contrary set forth herein, with respect to any Patent Collateral, no Lien or security interest in favor of the Collateral Agent
shall attach or be deemed to attach, and Collateral Agent agrees not to take any action to register, record or file any financing
statement or other evidence of a Lien or security interest, without the prior written consent of the Pledgor (except that no such
consent shall be required if a bankruptcy or insolvency proceeding shall have been commenced by or against Pledgor) if: (i) the
attachment, registration, recordation or filing of such Lien could reasonably be expected to (x) result in a breach or violation
of any of the terms or provisions of any license, permit or contractual agreement between Pledgor and the DOE or any other applicable
governmental authority or (y) limit, invalidate or impair Pledgor’s right to maintain ownership of or license or right
to use, such Patent Collateral; or (ii) such Patent Collateral includes classified information and the attachment, registration,
recordation or filing of such Lien on such Patent Collateral would constitute a breach or violation of Pledgor’s duty to
maintain the confidentiality of such classified information.


 


(c)                
Without limiting Section 1.2, in no event shall the Collateral include, and Pledgor shall not be deemed to have
granted a security interest in any of Pledgor’s rights or interests in, any license, contract or agreement to which Pledgor
is a party or any of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms
of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any such
license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform
Commercial Code or any other applicable law (including the Bankruptcy Code) or principles of equity); provided that immediately
upon the ineffectiveness, lapse or termination of any such term, the Collateral shall include, and Pledgor shall be deemed to have
granted a security interest in, all such rights and interests as if such term had never been in effect; provided further
that any Account or money or other amounts due or to become due to Pledgor under any such license, contract or agreement or any
proceeds resulting from the sale or other disposition by Pledgor of any rights of Pledgor under any such license, contract or agreement
shall at no time be excluded from the Collateral or the security interest granted by Pledgor hereunder in favor of the Collateral
Agent.


 


(d)                
Except as specifically provided herein or as permitted by the Indenture, Pledgor will not sell or otherwise dispose of,
grant any option with respect to, or grant any Lien with respect to or otherwise encumber any of the Deferred Interests or any
interest therein.


 


2.4               
Inventory Account. Pledgor shall establish, in its own name, an Inventory Account to which all Pledgor-owned uranium
and SWU Component in the Inventory shall be credited. The balance of material credited to this Inventory Account shall be reconciled
monthly.


 




    	 	 9	 



     


    

 


ARTICLE III 


Article
III



REPRESENTATIONS AND WARRANTIES


 


Pledgor represents and warrants all of the
following set forth in this Article III as follows as of the date hereof:


 


3.1               
Ownership of Collateral. Pledgor owns, or has valid rights as a lessee or licensee, and the power to transfer or
pledge with respect to, all Collateral (including without limitation, all Deferred Interests which would become Collateral if a
Deferred Interests Triggering Event were to occur) purported to be pledged by it hereunder, free and clear of any Liens, except
for the Liens granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and except for
Permitted Liens. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral
(including without limitation, all Deferred Interests which would become Collateral if a Deferred Interests Triggering Event were
to occur) is on file or of record in any government or public office, and no Pledgor has filed or consented to the filing of any
such statement or notice, except (i) Uniform Commercial Code financing statements naming the Collateral Agent as secured party
and Uniform Commercial Code financing statements which have been terminated, (ii) security instruments filed in the U.S. Copyright
Office or the U.S. Patent and Trademark Office naming the Collateral Agent as secured party and (iii) in respect of Permitted
Liens.


 


3.2               
Security Interests; Filings. This Agreement, together with (i) the filing of duly completed and authorized Uniform
Commercial Code financing statements (A) naming Pledgor as debtor, (B) naming the Collateral Agent as secured party,
and (C) describing the Collateral, in the jurisdictions set forth with respect to Pledgor on Annex B hereto, (ii) when
the Lien on the Deferred Interests attaches pursuant hereto, the filing of duly completed and executed assignments in the forms
set forth as Exhibits B, C and D with the U.S. Copyright Office or the U.S. Patent and Trademark Office,
and, as appropriate, with regard to federally registered Copyright Collateral, Patent Collateral and Trademark Collateral of Pledgor,
as the case may be, (iii) to the extent required hereunder, the physical delivery to the Collateral Agent of all certificated
securities and Instruments included in the Collateral together with undated stock powers or instruments of transfer duly executed
in blank and (iv) the entering into of “control agreements” with respect to each Deposit Account and Securities
Account to the extent required hereunder, creates, and at all times shall constitute, a valid and perfected security interest in
and Lien upon the Collateral that can be perfected by the filing of financing statements under the UCC, or that have been so delivered,
or as to which such “control” has been obtained, in each case, in favor of the Collateral Agent, for the benefit of
the Secured Parties, to the extent that Articles 8 and 9 of the Uniform Commercial Code are applicable thereto, superior and prior
to the rights of all other persons therein (except for Permitted Liens), and no other or additional filings, registrations, recordings
or actions are or shall be necessary or appropriate in order to perfect or maintain the perfection and priority of such Lien and
security interest, other than actions required with respect to Collateral of the types excluded from Articles 8 or 9 of the Uniform
Commercial Code or from the filing requirements under Article 9 of the Uniform Commercial Code by reason of Sections 9-309, 9-310,
9-311 and 9-312 of the Uniform Commercial Code and other than continuation statements required under the Uniform Commercial Code.
None of the Equipment is covered by any certificate of title, except for Equipment consisting of motor vehicles. Notwithstanding
the foregoing or any other provision of this Agreement, no action need be taken to create, perfect or otherwise protect the security
interest under any foreign (i.e. non-U.S.) law.


 


3.3               
Locations. Annex C lists, as to Pledgor, (i) the addresses of its chief executive office, each other
place of business, its state of incorporation and organizational I.D. number, (ii) the address of each location where all
original invoices, ledgers, chattel paper, Instruments and other records or information evidencing or relating to the Collateral
of Pledgor are maintained, and (iii) the address of each location at which any Inventory or Equipment owned by Pledgor is
kept or maintained, in each instance except for any new locations established in accordance with the provisions of Section 4.2
and except for Inventory and Equipment which, in the ordinary course of business, is in transit (A) from a supplier to Pledgor
or to a location listed on Annex C, (B) between locations listed on Annex C, or (C) to processors or a location
listed on Annex C. Except as may be otherwise noted therein, all locations identified in Annex C are leased by the
Pledgor or Pledgor has an agreement with the operator thereof to hold Inventory or Equipment on behalf of Pledgor, including pending
delivery to a customer. Pledgor does not presently conduct business under any prior or other corporate or company name or under
any trade or fictitious


 




    	 	 10	 



     


    

 


names, except as indicated beneath its name on Annex C,
and Pledgor has not entered into any contract or granted any Lien within the past five (5) years under any name other than
its legal name or a trade or fictitious name indicated on Annex C. Each trade or fictitious name is a trade name and style
(and not the name of an independent corporation or other legal entity) by which Pledgor may identify and sell certain of its goods
or services and conduct a portion of its business; all related Accounts are owned solely by the Pledgor and are subject to the
Liens and other terms of this Agreement; and in no event shall Pledgor assert that products invoiced under the name of any trade
or fictitious name that are subject to a dispute with Customers are not subject to the terms of this Agreement as though such trade
or fictitious name did not exist.


 


3.4               
Authorization; Consent. No authorization, consent or approval of, or declaration or filing with, any Governmental
Authority (including, without limitation, any notice filing with state tax or revenue authorities required to be made by account
creditors in order to enforce any Accounts in such state) is required for the valid execution, delivery and performance by Pledgor
of this Agreement, the grant by it of the Lien and security interest in favor of the Collateral Agent provided for herein, or the
exercise by the Collateral Agent, in accordance with the Intercreditor Agreements and Security Documents, of its rights and remedies
hereunder, except for (i) the filings and actions described in Section 3.2, (ii) in the case of Accounts
owing from any federal governmental agency or authority, compliance with the federal Assignment of Claims Act of 1940, as amended,
(iii) in the case of Equity Interests, such filings and approvals as may be required in connection with a disposition of any
such Collateral by laws affecting the offering and sale of securities generally, (iv) consents and approvals, if any, required
from the Department of Energy in its capacity as owner of the plants at which Collateral is located in connection with the exercise
of remedies hereunder under circumstances where the Pledgor does not remain in control of such plants or in control of the portion
of such plants where Collateral is located, and (v) the other consents and approvals described in Section 8.15.
The provisions of this Section 3.4 shall not apply to any Collateral located outside of the United States. Nothing in this
Agreement shall be construed to require or authorize the Collateral Agent to comply with the federal Assignment of Claims Act.


 


3.5               
No Restrictions. There are no statutory or regulatory restrictions, prohibitions or limitations on Pledgor’s
ability to grant to the Collateral Agent a Lien upon and security interest in the Collateral (including without limitation, all
Deferred Interests which would become Collateral if a Deferred Interests Triggering Event were to occur) pursuant to this Agreement
or (except for the provisions of the federal Assignment of Claims Act of 1940, as amended, or applicable regulatory limitations
on access to U.S. Government-owned facilities) the exercise by the Collateral Agent, in accordance with the Intercreditor Agreements
and Security Documents, of its rights and remedies hereunder (including any foreclosure upon or collection of the Collateral) except
for the restrictions described in Section 8.15 or Section 1.2, and there are no contractual restrictions, prohibitions
or limitations on Pledgor’s ability so to grant such Lien and security interest or on the exercise by the Collateral Agent,
in accordance with the Intercreditor Agreements and Security Documents, of its rights and remedies hereunder (including any foreclosure
upon or collection of the Collateral).


 


3.6               
Equity Interests. The Pledgor has no subsidiaries.


 


3.7               
Intellectual Property. Concurrently with the execution and delivery of this Agreement by the Pledgor, the Pledgor
has delivered to the Collateral Agent a schedule of material Copyrights, Patents and Trademarks, which schedule correctly sets
forth all material registered Copyrights, Patents and Trademarks owned by the Pledgor (other than Copyrights, Patents and Trademarks,
the subject matter of which is “classified” for reasons of national security or foreign policy) as of the date hereof.
As of date on which the Lien on the Deferred Interests attaches pursuant hereto, Annexes D, E and F correctly
set forth all registered Copyrights, Patents and Trademarks owned by Pledgor as of the date thereof and used or proposed to be
used in its business. Except to the extent set forth on Schedule I hereto, as of the date hereof and as of the date on which the
Lien on such Deferred Interests attaches, Pledgor owns or possesses the valid right to use all Copyrights, Patents and Trademarks
material to its business and, to the best of Pledgor’s knowledge, the use thereof by the Pledgor does not infringe upon the
rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect. As of the date hereof and as of the date on which the Lien on the Deferred Interests attaches,
all Copyrights, Patents and Trademarks (a) have been duly registered in, filed in or issued by the U.S. Copyright Office,
United States Patent and Trademark Office or other corresponding offices of other applicable jurisdictions, where such registration
or filing is commercially reasonable, the subject matter of the Copyright, Patent or Trademark is not “classified”
for reasons of national security or foreign policy, and registration


 




    	 	 11	 



     


    

 


and filing is permitted by applicable law or regulation, and
(b) have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations
in the United States or in each such other jurisdiction, as applicable, except, in each case, for such Patents, Trademarks or Copyrights
which, as reasonably determined by the Pledgor consistent with prudent and commercially reasonable business practices (x) are
not material to the business of the Pledgor or (y) the Pledgor has abandoned prior to the date on which the Lien on such Deferred
Interests attaches.


 


3.8               
Documents of Title. No material bill of lading, warehouse receipt or other document or instrument of title is outstanding
with respect to any Collateral other than Inventory or Equipment in transit in the ordinary course of business to a location set
forth on Annex C or to or from a supplier or a customer of Pledgor, or to or from a fabricator or other nuclear fuel
processor or a storage facility.


 


3.9               
Deposit Accounts and Securities Accounts. Annex G correctly sets forth all Deposit Accounts and Securities
Accounts of Pledgor. Other than any Excluded Accounts, each Deposit Account is subject to a deposit account control agreement and
each Securities Account is subject to a securities account control agreement (subject to Section 3.2 and 8.16 hereof).


 


Article
IV



COVENANTS


 


4.1               
Use and Disposition of Collateral. So long as no Event of Default shall have occurred and be continuing, Pledgor
may, in any lawful manner not inconsistent with the provisions of this Agreement and the Indenture, use, control and manage the
Collateral in the operation of its businesses, and receive and use the income, revenue and profits arising therefrom and the Proceeds
thereof, in the same manner and with the same effect as if this Agreement had not been made; provided, however, that
Pledgor will not sell or otherwise dispose of, grant any option with respect to, or grant any Lien with respect to or otherwise
encumber any of the Collateral or any interest therein, except for the security interest created in favor of the Collateral Agent
hereunder and except as may be otherwise expressly permitted in accordance with the terms of either this Agreement or the Indenture
(including any applicable provisions therein regarding delivery of proceeds of sale or disposition to the Collateral Agent). Nothing
herein shall preclude Pledgor from swapping Inventory or Equipment for comparable material or Equipment of equal or greater value
in the ordinary course of business.


 


4.2               
Change of Name, Locations, etc. Pledgor will not (i) change its name, or, if applicable, the state in which
it is registered, (ii) change its chief executive office from the location thereof listed on Annex C, (iii) except
as permitted by Section 4.5, remove any Collateral (other than goods in transit), or any books, records or other information
relating to Collateral, from the applicable location thereof listed on Annex C or as described in Section 3.3, or keep
or maintain any Collateral (other than goods in transit) at a location not listed on Annex C or described in Section 3.3,
unless in each case Pledgor has (A) given fifteen (15) days’ prior written notice to the Collateral Agent of its
intention to do so, together with information regarding any such new location and such other information in connection with such
proposed action as the Collateral Agent may (but has no duty to) reasonably request, and (B) delivered to the Collateral Agent
via email fifteen (15) days prior to any such change or removal of such documents, instruments and financing statements as
may be required under applicable law, and the Collateral Agent has had a reasonable chance to review such documents, instruments
and financing statements, paid all necessary filing and recording fees and taxes, in order to perfect and maintain the Lien upon
and security interest in the Collateral provided for herein in accordance with the provisions of Section 3.2, delivered
an Officers’ Certificate (as defined in the Indenture) certifying the facts of such changes, and taken all other actions
reasonably requested by the Collateral Agent (provided that delivery of an opinion of counsel may only be requested where required
by the Indenture).


 


4.3               
Records; Inspection.


 


(a)                
Pledgor will keep and maintain at its own cost and expense satisfactory and complete records of the Accounts and all other
Collateral, including, without limitation, records of all payments received, all credits granted thereon, all merchandise returned
and all other documentation relating thereto, and will furnish to the


 




    	 	 12	 



     


    

 


Collateral Agent such statements, schedules and reports (including,
without limitation, accounts receivable aging schedules) with regard to the Collateral or from time to time, as the Collateral
Agent may reasonably request.


 


(b)                
Pledgor shall, from time to time at such times as may be reasonably requested and upon reasonable notice, make available
to the Collateral Agent for inspection and review at Pledgor’s offices copies of all invoices and other documents and information
relating to the Collateral (including, without limitation, itemized schedules of all collections of Accounts, showing the name
of each account debtor, the amount of each payment and any such other information, if any, as the Collateral Agent shall reasonably
request); provided, that Collateral Agent agrees to maintain the confidentiality of such information on terms reasonably acceptable
to the Pledgor and provided further that Pledgor shall not be obligated to provide any information that is “classified”
for reasons of national security or foreign policy or otherwise restricted from disclosure under applicable laws or agreements.


 


4.4               
Instruments. Pledgor agrees that if any Collateral shall at any time be evidenced by a promissory note, tangible
Chattel Paper or other Instrument (other than checks or other Instruments for deposit in the ordinary course of business), subject
to the Intercreditor Agreements, the same shall promptly be duly endorsed to the order of the Collateral Agent and physically delivered
to the Collateral Agent to be held as Collateral hereunder.


 


4.5               
Inventory and Equipment. Pledgor will, in accordance with sound business practices, maintain all Equipment and Eligible
Inventory held by it or on its behalf in good repair and working and saleable or useable condition, except for ordinary wear and
tear in respect of the Equipment. Unless an Event of Default has occurred and is continuing and the Pledgor has knowledge thereof,
Pledgor may, in any lawful manner not inconsistent with the provisions of this Agreement and the Indenture, process, use, ship,
deliver and, in the ordinary course of business or as otherwise permitted under the Indenture, sell, transfer, lease or otherwise
dispose of its Inventory or Equipment. Pledgor further agrees that its Inventory will be produced in compliance with the applicable
requirements of the Fair Labor Standards Act, as amended, if such Inventory is produced by Pledgor at a facility operated by Pledgor
in the United States. No Pledgor will, without the Collateral Agent’s prior written consent, alter or remove any identifying
symbol or number on any of Pledgor’s Equipment constituting Collateral except pursuant to a sale of such Collateral to a
third party permitted by this Agreement or the Indenture.


 


4.6               
Taxes. Pledgor will, to the extent required under Section 4.05 of the Indenture (as though Pledgor were a Subsidiary),
pay and discharge (i) all taxes, assessments and governmental charges or levies imposed upon it, upon its income or profits
or upon any of its properties, prior to the date on which penalties would attach thereto, and (ii) all lawful claims for taxes,
assessment, governmental charges or levies that, if unpaid, might become a Lien upon any of the Collateral.


 


4.7               
Insurance.


 


(a)                
Pledgor will maintain and pay for, or cause to be maintained and paid for, with responsible insurance companies, insurance
with respect to its assets, properties and business, against such hazards and liabilities, of such types and in such amounts, as
is in accordance with customary industry practice in the general areas in which the Pledgor operates.


 


(b)                
Pledgor hereby irrevocably makes, constitutes and appoints the Collateral Agent at all times during the continuance of an
Event of Default, its true and lawful attorney (and agent-in-fact) for the purpose of making, settling and adjusting claims under
such policies of insurance, endorsing its name on any check, draft, instrument or other item or payment for the proceeds of such
policies of insurance and for making all determinations and decisions with respect to such policies of insurance.


 


(c)                
If Pledgor fails to obtain and maintain any of the policies of insurance required to be maintained hereunder or to pay any
premium in whole or in part, the Collateral Agent may, without waiving or releasing any obligation or Default, at Pledgor’s
expense, but without any obligation to do so, procure such policies or pay such premiums. All sums so disbursed by the Collateral
Agent, including reasonable attorneys’ fees, court and out of pocket costs, expenses and other charges related thereto, shall
be payable by the Pledgor to the Collateral Agent on demand and shall be additional Secured Obligations hereunder, secured by the
Collateral.


 




    	 	 13	 



     


    

 


(d)                
Pledgor will deliver to the Collateral Agent, promptly as rendered, true copies of all material claims and reports made
in any reporting forms to insurance companies. Pledgor will deliver to the Collateral Agent one or more certificates of insurance
evidencing renewal of the insurance coverage required hereunder (or issuance of a replacement policy from another insurance company
meeting the requirements of this Section 4.7) plus such other evidence of payment of premiums therefor as the Collateral
Agent may request. Upon the reasonable request of the Collateral Agent, from time to time, Pledgor will deliver to the Collateral
Agent evidence that the insurance required to be maintained pursuant to this Section is in effect.


 


4.8               
Intellectual Property.


 


(a)                
If at any time a Credit Agreement is outstanding and such Credit Agreement requires that the Pledgor deliver an updated
schedule of material Copyrights, Patents and Trademarks to the Credit Agreement Agent, then whenever the Pledgor so delivers such
an updated schedule to the Credit Agreement Agent, it shall also deliver the copies of such updated schedules to the Collateral
Agent. If there is no Credit Agreement outstanding or such Credit Agreement does not require that the Pledgor deliver updated schedules
of material Copyrights, Patents and Trademarks periodically, then the Pledgor shall nonetheless deliver updated schedules of Copyrights,
Patents and Trademarks included in the Collateral not less frequently than once per calendar year commencing on the first anniversary
date of the Deferred Interest Triggering Event and, if an Event of Default shall have occurred and be continuing, updated schedules
will be delivered to the Collateral Agent. As of the date on which the Lien on the Deferred Interests attaches, Pledgor will, at
its own expense, execute and deliver a fully completed Copyright Security Agreement, Patent Security Agreement or Trademark Security
Agreement in the respective forms of Exhibits B, C and D, as applicable, with regard to any Copyright Collateral,
Patent Collateral or Trademark Collateral (in each case, to the extent registered or filed, subject to the provisions of Section 3.7
hereof), as the case may be, of Pledgor, described in Annexes D, E and F hereto. In the event that after such
date, Pledgor shall acquire any registered Copyright Collateral, Patent Collateral or Trademark Collateral or effect any registration
of any such Copyright Collateral, Patent Collateral or Trademark Collateral or file any application for registration thereof, within
the United States, Pledgor shall promptly furnish written notice thereof to the Collateral Agent together with information sufficient
to permit the Collateral Agent, upon its receipt of such notice, to (and Pledgor hereby authorizes the Collateral Agent to) modify
this Agreement, as appropriate, by amending Annex D, E or F hereto or to add additional exhibits hereto to
include any Copyright Collateral, Patent Collateral or Trademark Collateral (in each case, to the extent registered or filed, subject
to the provisions of Section 3.7 hereof) that becomes part of the Collateral under this Agreement, and Pledgor shall
additionally, at its own expense, execute and deliver, as promptly as possible (but in any event within ten (10) days) after
the date of such notice, with regard to United States Copyrights, Patents and Trademarks, fully completed Copyright Security Agreements,
Patent Security Agreements or Trademark Security Agreements in the forms of Exhibits B, C and D, as applicable,
together in all instances with any other agreements, instruments and documents that the Collateral Agent may reasonably request
from time to time to further effect and confirm the security interest created by this Agreement in such Copyright Collateral, Patent
Collateral and Trademark Collateral, and Pledgor hereby appoints the Collateral Agent its attorney-in-fact, upon the occurrence
and the continuance of an Event of Default, to execute, deliver and record any and all such agreements, instruments and documents
for the foregoing purposes, all acts of such attorney being hereby ratified and confirmed and such power, being coupled with an
interest, being irrevocable for so long as this Agreement shall be in effect with respect to Pledgor. In that connection, Pledgor
shall also execute and deliver on the date on which the Lien on the Deferred Interests attaches, one copy of the Special Power
of Attorney in the form of Annex H hereto.


 


(b)                
The Pledgor shall file and prosecute diligently all applications for registration of Patents, Trademarks or Copyrights now
or hereafter pending that would be necessary to the business of the Pledgor to which any such applications pertain, and do all
acts (or refrain from doing all acts), in any such instance, reasonably necessary to preserve and maintain all material rights
in Patents, Trademarks or Copyrights, unless such Patents, Trademarks or Copyrights are not material to the business of the Pledgor,
as reasonably determined by the Pledgor consistent with prudent and commercially reasonable business practices.


 


(c)                
From and after the date on which the Lien on the Deferred Interests attaches, Pledgor shall notify the Collateral Agent
promptly in writing if it knows or has reason to know that any material Patent Collateral, Trademark Collateral or Copyright Collateral
used in the conduct of its business may become abandoned or dedicated to the public, or of any adverse determination or development
(including the institution of, or any such


 




    	 	 14	 



     


    

 


determination or development in, any proceeding in the U.S.
Patent and Trademark Office, U.S. Copyright Office or any court) regarding Pledgor’s ownership of any material Patent Collateral,
Trademark Collateral or Copyright Collateral, its right to register the same, or to keep and maintain the same.


 


(d)                
From and after the date on which the Lien on the Deferred Interests attaches, in the event that any Collateral consisting
of material Patent Collateral, Trademark Collateral or Copyright Collateral used in the conduct of Pledgor’s business is
believed infringed, misappropriated or diluted by a third party, Pledgor shall notify the Collateral Agent promptly in writing
after it learns thereof and shall, if consistent with the exercise of reasonable business judgment and applicable laws, regulations
and agreements to which the applicable Pledgor is a party, promptly sue for infringement, misappropriation or dilution and to recover
any and all damages for such infringement, misappropriation or dilution, and take such other actions as are appropriate under the
circumstances to protect such Collateral.


 


(e)                
From and after the date on which the Lien on the Deferred Interests attaches, upon the occurrence and during the continuance
of any Event of Default, Pledgor shall use its commercially reasonable efforts to obtain all requisite consents or approvals from
the licensor of each material License included within the Copyright Collateral, Patent Collateral or Trademark Collateral to effect
the assignment of all of Pledgor’s right, title and interest thereunder to the Collateral Agent or its designee.


 


4.9               
Delivery of Collateral. Subject to the Intercreditor Agreements and Section 8.16 hereof, all certificates
or instruments representing or evidencing any material Account, Equity Interest or other Collateral delivered to the Collateral
Agent pursuant to this Agreement, shall be in form suitable for transfer by delivery and shall be delivered together with undated
stock powers duly executed in blank, appropriate endorsements or other necessary instruments of registration, transfer or assignment,
duly executed, and in each case such other instruments or documents required or as the Collateral Agent may, but is not required
to, request (provided that delivery of an opinion of counsel may only be requested where required by the Indenture). Pledgor shall
deliver an Officers’ Certificate (as defined in the Indenture) to the Collateral Agent certifying as to the requirements
for delivery.


 


4.10           
Protection of Security Interest. Pledgor agrees that it will use commercially reasonable efforts, at its own cost
and expense, to take any and all actions necessary to warrant and defend the right, title and interest of the Collateral Agent
and Secured Parties in and to the Collateral against the claims and demands of all other persons.


 


4.11           
Control of Investment Property, Deposit Accounts and Electronic Chattel Paper. Subject to the Intercreditor Agreements,
the last sentence of Section 3.2 and Section 8.16 hereof, if any Investment Property (whether now owned
or hereafter acquired) is included in the Collateral, Pledgor will notify the Collateral Agent in writing thereof and will promptly
take and cause to be taken all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable
law to enable the Collateral Agent (or the Credit Agreement Agent as agent or bailee for the Collateral Agent) to acquire “control”
(within the meaning of such term under Section 8-106 (or its successor provision) of the Uniform Commercial Code) of such
Investment Property and as may be otherwise necessary to perfect the security interest of the Collateral Agent therein. Subject
to the Intercreditor Agreements and Section 8.16 hereof, if any Deposit Account (whether now owned or hereafter acquired),
other than any Excluded Account, is included in the Collateral, Pledgor will notify the Collateral Agent in writing thereof and
will promptly take and cause to be taken all actions required under Article 9 of the Uniform Commercial Code and any other applicable
law to enable the Collateral Agent to acquire “control” (within the meaning of such term under Section 9-104 (or
its successor provision) of the Uniform Commercial Code) of such Deposit Account and as may be otherwise necessary to perfect the
security interest of the Collateral Agent therein. Subject to the Intercreditor Agreements and Section 8.16 hereof,
if any Account of Pledgor would constitute “electronic chattel paper” as defined under the Uniform Commercial Code,
Pledgor will promptly notify the Collateral Agent in writing and will take such other steps as may be necessary to give the Collateral
Agent “control” over such electronic chattel paper (within the meaning of Section 9-105 of the Uniform Commercial
Code). Notwithstanding the foregoing, the provisions of any control agreement shall provide that the Company may terminate such
control agreement by delivery of a written certification to each of the relevant deposit bank, securities intermediary, issuer
or custodian, as applicable, and the Collateral Agent that the property subject to such control agreement is subject to another
control agreement for the benefit of the holders of any senior Lien or their agent or other representative who are parties to the
applicable Intercreditor Agreements (provided that the foregoing termination shall not apply to any control agreement that established
the control of both the Collateral Agent and the


 




    	 	 15	 



     


    

 


holders of such senior Lien so long as such control is consistent
with the priorities established by the Intercreditor Agreements). The Company agrees to use commercially reasonable efforts to
cause one of the following to occur (such obligation to use commercial reasonable efforts to continue with respect to each of the
following until such efforts are successful as to one of the following or such efforts are unsuccessful as to all of the following):
(i) obtain the consent of the applicable holders of senior Liens or their agent(s) or other representative(s) and the applicable
deposit bank, securities intermediary, issuer or custodian, as applicable, to the Collateral Agent retaining its own separate control
agreement reflecting the priorities established by the Intercreditor Agreements, (ii) obtain the consent of the applicable
holders of senior Liens or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary,
issuer or custodian, as applicable, to the Collateral Agent being a party to the control agreement in favor of the holders of senior
Liens or their agent(s) and pursuant to such control agreement having the applicable deposit bank, securities intermediary, issuer
or custodian, as applicable, agree to follow instructions or entitlement orders, as applicable, of the Collateral Agent without
further consent of the Company upon a discharge of the senior Liens, or (iii) cause any control agreement for the benefit
of any holders of senior Liens to be subject to the Uniform Commercial Code. The Company agrees that it will not exercise its right
to terminate any such separate control agreements in favor of the Collateral Agent so long as the consent referred to in clause
(i) is obtained or if such separate control agreement is amended in accordance with clause (ii) rather than replaced.


 


4.12           
Supplements to Schedules and Annexes. The Pledgor shall, from time to time, amend or supplement in writing and deliver
to the Collateral Agent revisions of and supplements to the Annexes and schedules hereto to the extent necessary to disclose new
or changed facts or circumstances arising after the date hereof, which, if existing or occurring on such date, would have been
required to be set forth or described in such Annex or schedule hereto; provided that (i) in connection with any amendment
or supplement to Annex B, the Pledgor shall provide the Collateral Agent at least fifteen (15) days’ advance
written notice of any such amendment or supplement (or such shorter period as the Collateral Agent may approve in writing), shall
comply with Section 4.2 and shall take any other action reasonably requested by Collateral Agent in connection therewith
to maintain the Lien of Collateral Agent on the Collateral after giving effect to such amendment or supplement, (ii) in connection
with any amendment or supplement to Annex G, the Pledgor shall provide the Collateral Agent at least fifteen (15) days’
advance written notice of any such amendment or supplement (or such shorter period as the Collateral Agent may approve), shall
comply with Sections 3.9 and 4.11 and shall take any other action reasonably requested by Collateral Agent in connection
therewith to maintain the Lien of Collateral Agent on the Collateral after giving effect to such amendment or supplement, (iii) in
connection with any amendment or supplement to Annex C, the Pledgor shall comply with Section 4.2, (iv) in
connection with any amendment or supplement to Annexes D, E or F, the Pledgor shall comply with Section 4.8(a),
and (v) no such amendment or supplement to any such Annex shall constitute a waiver of any Default or Event of Default in
existence on or prior to the date of such amendment or supplement. Any reference to an Annex or schedule in this Agreement shall
refer to such Annex as amended or supplemented from time to time in accordance with this Section 4.12. Pledgor shall
deliver an Officers’ Certificate (as defined in the Indenture) to the Collateral Agent certifying as to such changed facts
or circumstances.


 


Article
V



CERTAIN PROVISIONS RELATING TO EQUITY INTERESTS


 


5.1               
Ownership; After-Acquired Equity Interests.


 


(a)                
Except as otherwise permitted by the Indenture, Pledgor will cause the Equity Interests pledged by it hereunder to constitute
at all times 100% of the capital stock or other Equity Interests in each subsidiary of Pledgor, such that the issuer thereof shall
be a wholly owned subsidiary of Pledgor. Unless the Collateral Agent shall have given its prior written consent, Pledgor will not
cause or permit any such issuer to issue or sell any new capital stock, any warrants, options or rights to acquire the same, or
other Equity Interests of any nature to any person other than Pledgor, or cause, permit or consent to the admission of any other
person as a stockholder, partner or member of any such issuer.


 


(b)                
If Pledgor shall, at any time and from time to time, acquire any additional capital stock or other Equity Interests in any
person of the types described in the definition of the term “Equity Interests”, the same shall be automatically
deemed to be Equity Interests, and shall be deemed to be pledged to the Collateral Agent


 




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pursuant to Section 2.1 and, subject to the Intercreditor
Agreements, Pledgor will forthwith pledge and, subject to Section 8.16 hereof, deposit the same with the Collateral
Agent and deliver to the Collateral Agent any certificates or instruments therefor, together with the endorsement of Pledgor (in
the case of any promissory notes or other Instruments), undated stock powers (in the case of Equity Interests evidenced by certificates)
or other necessary instruments of transfer or assignment, duly executed in blank, together with such other certificates and instruments
as the Collateral Agent may, but is not required to, reasonably request (including Uniform Commercial Code financing statements
or appropriate amendments thereto), and will promptly thereafter deliver to the Collateral Agent a fully completed and duly executed
amendment to this Agreement in the form of Exhibit A (each, a “Pledge Amendment”) in respect thereof.
Pledgor hereby authorizes the Collateral Agent to attach each such Pledge Amendment to this Agreement, and agrees that all such
Collateral listed on any Pledge Amendment shall for all purposes be deemed Collateral hereunder and shall be subject to the provisions
hereof, provided that the failure of Pledgor to execute and deliver any Pledge Amendment with respect to any such additional
Collateral as required hereinabove shall not impair the security interest of the Collateral Agent in such Collateral or otherwise
adversely affect the rights and remedies of the Collateral Agent hereunder with respect thereto.


 


(c)                
Subject to the Intercreditor Agreements and Section 8.16 hereof, if any Equity Interests (whether now owned
or hereafter acquired) included in the Collateral are “uncertificated securities” within the meaning of the Uniform
Commercial Code or are otherwise not evidenced by any certificate or instrument, each applicable Pledgor will promptly notify the
Collateral Agent in writing thereof and will promptly take and cause to be taken, and will (if the issuer of such uncertificated
securities is a person other than a direct or indirect subsidiary of the Parent) use its best efforts to cause the issuer to take,
all actions required under Articles 8 and 9 of the Uniform Commercial Code and any other applicable law, to enable the Collateral
Agent to acquire “control” (within the meaning of such term under Section 8-106 (or its successor provision) of
the Uniform Commercial Code) of such uncertificated securities and as may be otherwise necessary or deemed appropriate by the Collateral
Agent to perfect the security interest of the Collateral Agent therein.


 


5.2               
Voting Rights. So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to
exercise all voting and other consensual rights pertaining to its Equity Interests (subject to its obligations under Section 5.1)
which have become Collateral, and for that purpose the Collateral Agent will execute and deliver or cause to be executed and delivered
to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request in writing to enable the Pledgor to
exercise such voting and other consensual rights; provided, however, that the Pledgor will not cast any vote, give
any consent, waiver or ratification, or take or fail to take any action, in any manner that would, or could reasonably be expected
to, violate or be inconsistent with any of the terms of this Agreement, the Intercreditor Agreements or the Indenture, or have
the effect of impairing the position or interests of the Collateral Agent or any other Secured Party in such Collateral.


 


5.3               
Dividends and Other Distributions. Except as provided otherwise herein or in the Indenture, all interest, income,
dividends, distributions and other amounts payable in cash in respect of the Equity Interests which have become Collateral shall
be paid to the Collateral Agent and retained by it in a non-interest bearing account as part of the Collateral (except to the extent
applied upon receipt to the repayment of the Secured Obligations). The Collateral Agent shall also be entitled at all times to
receive directly, and to retain as part of the Collateral, (i) all interest, income, dividends, distributions or other amounts
paid or payable in cash or other property in respect of any Equity Interests which have become Collateral in connection with the
dissolution, liquidation, recapitalization or reclassification of the capital of the applicable issuer to the extent representing
an extraordinary, liquidating or other distribution in return of capital, (ii) all additional Equity Interests or other securities
or property (other than cash) paid or payable or distributed or distributable in respect of any Equity Interests which have become
Collateral in connection with any noncash dividend, distribution, return of capital, spin-off, stock split, split-up, reclassification,
combination of shares or interests or similar rearrangement, and (iii) without affecting any restrictions against such actions
contained in the Indenture, all additional Equity Interests or other securities or property (including cash) paid or payable or
distributed or distributable in respect of any Equity Interests which have become Collateral in connection with any consolidation,
merger, exchange of securities, liquidation or other reorganization. All interest, income, dividends, distributions or other amounts
that are received by Pledgor in violation of the provisions of this Section shall be received in trust for the benefit of the Collateral
Agent, shall be segregated from other property or funds of Pledgor and, subject to the Intercreditor Agreements and Section 8.16
hereof, shall be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary
endorsements) or in the


 




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case of cash, by wire transfer pursuant to payment instructions
provided by Collateral Agent to Pledgor. Any such cash shall be retained in a non-interest bearing account.


 


Article
VI



REMEDIES


 


6.1               
Remedies. If an Event of Default shall have occurred and be continuing, subject to the Intercreditor Agreements (which
may limit or preclude the exercise of rights under this Article VI), the Collateral Agent, at the direction of the Trustee acting
upon the written direction of the appropriate percentage of Holders under the Indenture, as applicable, shall be entitled to exercise
in respect of the Collateral all of its rights, powers and remedies provided for herein or otherwise available to it under the
Indenture, by law, in equity or otherwise, including all rights and remedies of a secured party under the Uniform Commercial Code,
and shall be entitled in particular, but without limitation of the foregoing (other than as provided in the Intercreditor Agreements),
to exercise the following rights, which Pledgor agrees to be commercially reasonable:


 


(a)                
To notify any or all account debtors or obligors under any Accounts or other Collateral of the security interest in favor
of the Collateral Agent created hereby and to direct all such Persons to make payments of all amounts due thereon or thereunder
directly to the Collateral Agent or to an account designated by the Collateral Agent; and in such instance and from and after such
notice, all amounts and Proceeds (including wire transfers, checks and other instruments) received by Pledgor in respect of any
Accounts or other Collateral shall be received in trust for the benefit of the Collateral Agent hereunder, shall be segregated
from the other funds of Pledgor and, subject to the Intercreditor Agreements, shall be forthwith deposited into such account or
paid over or delivered to the Collateral Agent in the same form as so received (with any necessary endorsements or assignments),
to be held as Collateral and applied to the Secured Obligations as provided herein;


 


(b)                
To receive, open and properly dispose of all mail addressed to Pledgor concerning Accounts and other Collateral and to notify
the appropriate postal authority to change the mailing or delivery address of such mail; to accelerate any indebtedness or other
obligation constituting Collateral that may be accelerated in accordance with its terms; to take or bring all actions and suits
deemed necessary or appropriate to effect collections and to enforce payment of any Accounts or other Collateral; to settle, compromise
or release in whole or in part any amounts owing on Accounts or other Collateral; and to extend the time of payment of any and
all Accounts or other amounts owing under any Collateral and to make allowances and adjustments with respect thereto, all in the
same manner and to the same extent as Pledgor might have done;


 


(c)                
Subject to applicable law and regulation, to transfer to or register in its name or the name of any of its agents or nominees
all or any part of the Collateral, without notice to Pledgor and with or without disclosing that such Collateral is subject to
the security interest created hereunder;


 


(d)                
Subject to applicable law and regulation, to require Pledgor to, and Pledgor hereby agrees that it will at its expense and
upon request of the Collateral Agent forthwith, assemble all or any part of the Collateral as directed by the Collateral Agent
and to the extent permitted by applicable law make it available to the Collateral Agent at a place designated by the Collateral
Agent and Pledgor further agrees that the Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral
for sale;


 


(e)                
To the extent permitted by applicable law, to enter and remain upon the premises of Pledgor and take possession of all or
any part of the Collateral, with or without judicial process; to use the materials, services, books and records of Pledgor for
the purpose of liquidating or collecting the Collateral, whether by foreclosure, auction or otherwise; and to remove the same to
the premises of the Collateral Agent or any designated agent for such time as the Collateral Agent may desire or as is necessary
or advisable, in order to effectively collect or liquidate the Collateral;


 


(f)                 
Subject to applicable law and regulation and the Intercreditor Agreements, to exercise, but only at the request of the Trustee
acting in accordance with the Indenture, to the extent permitted by applicable law, (i) all voting, consensual and other rights
and powers pertaining to the Equity Interests (whether or not transferred into the name of the Collateral Agent), at any meeting
of shareholders, partners, members or otherwise, and (ii) any


 




    	 	 18	 



     


    

 


and all rights of conversion, exchange, subscription and any
other rights, privileges or options pertaining to the Equity Interests as if it were the absolute owner thereof (including, without
limitation, the right to exchange any and all of the Equity Interests upon the merger, consolidation, reorganization, reclassification,
combination of shares or interests, similar rearrangement or other similar fundamental change in the structure of the applicable
issuer, or upon the exercise by Pledgor or the Collateral Agent of any right, privilege or option pertaining to such Equity Interests),
and in connection therewith, the right to deposit and deliver any and all of the Equity Interests with any committee, depositary,
transfer agent, registrar or other designated agency and give all consents, waivers and ratifications in respect of the Equity
Interests, all without liability except to account for any property actually received by it, but the Collateral Agent shall have
no duty to exercise any such right, privilege or option or give any such consent, waiver or ratification and shall not be responsible
for any failure to do so or delay in so doing; and for the foregoing purposes Pledgor will promptly execute and deliver or cause
to be executed and delivered to the Collateral Agent, all such proxies and other instruments to enable the Collateral Agent to
exercise such rights and powers; AND IN FURTHERANCE OF THE FOREGOING AND WITHOUT LIMITATION THEREOF, PLEDGOR HEREBY IRREVOCABLY
CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS THE TRUE AND LAWFUL PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, WITH FULL POWER OF
SUBSTITUTION IN THE PREMISES, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO EXERCISE ALL SUCH VOTING,
CONSENSUAL AND OTHER RIGHTS AND POWERS TO WHICH ANY HOLDER OF ANY EQUITY INTERESTS WOULD BE ENTITLED BY VIRTUE OF HOLDING THE SAME,
WHICH PROXY AND POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE AND SHALL BE EFFECTIVE FOR SO LONG AS THIS AGREEMENT
SHALL BE IN EFFECT; and


 


(g)                
Subject to applicable law and regulation, to sell, resell, assign and deliver all or any of the Collateral, in one or more
parcels, on any securities exchange on which any Equity Interests may be listed, at public or private sale, at any of the Collateral
Agent’s offices or elsewhere, for cash, upon credit or for future delivery, at such time or times and at such price or prices
and upon such other terms as the Collateral Agent may deem satisfactory. If any of the Collateral is sold by the Collateral Agent
upon credit or for future delivery, the Collateral Agent shall not be liable for the failure of the purchaser to purchase or pay
for the same and, in the event of any such failure, the Collateral Agent may, but is not required to, resell such Collateral. In
no event shall Pledgor be credited with any part of the Proceeds of sale of any Collateral until and to the extent cash payment
in respect thereof has actually been received by the Collateral Agent. Each purchaser at any such sale shall hold the property
sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, and Pledgor
hereby expressly waives, to the fullest extent permitted under applicable law, all rights of redemption, stay or appraisal, and
all rights to require the Collateral Agent to marshal any assets in favor of Pledgor or any other party or against or in payment
of any or all of the Secured Obligations, that it has or may have under any rule of law or statute now existing or hereafter adopted.
No demand, presentment, protest, advertisement or notice of any kind (except any notice required by law, as referred to below),
all of which are hereby expressly waived by Pledgor, shall be required in connection with any sale or other disposition of any
part of the Collateral. If any notice of a proposed sale or other disposition of any part of the Collateral shall be required under
applicable law, the Collateral Agent shall give the Pledgor at least ten (10) days’ prior notice of the time and place
of any public sale and of the time after which any private sale or other disposition is to be made, which notice Pledgor agrees
is commercially reasonable. The Collateral Agent shall not be obligated to make any sale of Collateral if it shall determine not
to do so, regardless of the fact that notice of sale may have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed
for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. Upon each
public sale and, to the extent permitted by applicable law, upon each private sale, the Collateral Agent may purchase all or any
of the Collateral being sold, free from any equity, right of redemption or other claim or demand, and may make payment therefor
by endorsement and application (without recourse) of the Secured Obligations in lieu of cash as a credit on account of the purchase
price for such Collateral. The Collateral Agent shall, to the extent required by applicable laws, comply with any applicable state
or federal law requirements in connection with the sale or other disposition of the Collateral and Pledgor agrees that such compliance
is commercially reasonable. The Collateral Agent may sell or otherwise dispose of the Collateral without giving any warranties,
specifically disclaiming any warranties of title or the like and Pledgor agrees that such disclaimer is commercially reasonable.


 


6.2               
Application of Proceeds.


 




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(a)                
Subject to the Intercreditor Agreements, all Proceeds collected by the Collateral Agent upon any sale, other disposition
of or realization upon any of the Collateral, together with all other moneys received by the Collateral Agent hereunder following
the occurrence and during the continuance of an Event of Default shall be applied in accordance with the Indenture.


 


(b)                
Pledgor shall remain liable to the extent of any deficiency between the amount of all Proceeds realized upon sale, other
disposition or collection of the Collateral, and monies held as Collateral pursuant to this Agreement and the aggregate amount
of Secured Obligations. Upon any sale of any Collateral hereunder by the Collateral Agent (whether by virtue of the power of sale
herein granted, pursuant to judicial proceeding, or otherwise), the receipt by the Collateral Agent or the officer making the sale
shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall
not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer
or be answerable in any way for the misapplication thereof.


 


6.3               
Grant of License. To the extent permitted by applicable law and the Intercreditor Agreements and solely for the purpose
of enabling the Secured Parties to exercise rights and remedies under this Article VI, and at such time as the Secured Parties
shall be lawfully entitled to exercise such rights and remedies, Pledgor hereby grants to the Collateral Agent, to the extent it
has the right to do so, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to
Pledgor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of Pledgor to avoid
the risk of invalidation of such Trademarks, to use, license or sublicense any Patent Collateral, Trademark Collateral or Copyright
Collateral now owned or hereafter acquired by Pledgor, wherever the same may be located throughout the world, for such term or
terms, on such conditions and in such manner as the Collateral Agent shall determine, whether general, special or otherwise, and
whether on an exclusive or nonexclusive basis, and including in such license reasonable access to all media in which any of the
licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.
The use of such license or sublicense by the Collateral Agent shall be exercised only upon the occurrence and during the continuation
of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent
in accordance herewith shall be binding upon each applicable Pledgor notwithstanding any subsequent cure of an Event of Default.


 


6.4               
Private Sales.


 


(a)                
Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities
laws as in effect from time to time, the Collateral Agent may be compelled, with respect to any sale of all or any part of the
Equity Interests conducted without registration or qualification under the Securities Act and such state securities laws, to limit
purchasers to any one or more persons who will represent and agree, among other things, to acquire such Equity Interests for their
own account, for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges that any such private
sales may be made in such manner and under such circumstances as the Collateral Agent may deem necessary or advisable, including
at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including, without
limitation, a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and agrees that the Collateral
Agent shall have no obligation to conduct any public sales and no obligation to delay the sale of any Equity Interests for the
period of time necessary to permit its registration for public sale under the Securities Act and applicable state securities laws,
and shall not have any responsibility or liability as a result of its election so not to conduct any such public sales or delay
the sale of any Equity Interests, notwithstanding the possibility that a substantially higher price might be realized if the sale
were deferred until after such registration. Pledgor hereby waives any claims against the Collateral Agent or any other Secured
Party arising by reason of the fact that the price at which any Equity Interests may have been sold at any private sale was less
than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations,
even if the Collateral Agent accepts the first offer received and does not offer such Equity Interests to more than one offeree.


 


(b)                
Pledgor agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to the Collateral
Agent and the other Secured Parties, that the Collateral Agent and the other


 




    	 	 20	 



     


    

 


Secured Parties have no adequate remedy at law in respect of
such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against
the Pledgor.


 


6.5               
Waivers. Pledgor, to the greatest extent not prohibited by applicable law, hereby (i) agrees that it will not
invoke, claim or assert the benefit of any rule of law or statute now or hereafter in effect (including, without limitation, any
right to prior notice or judicial hearing in connection with the Collateral Agent’s possession, custody or disposition of
any Collateral or any appraisal, valuation, stay, extension, moratorium or redemption law), or take or omit to take any other action,
that would or could reasonably be expected to have the effect of delaying, impeding or preventing the exercise of any rights and
remedies in respect of the Collateral, the absolute sale of any of the Collateral or the possession thereof by any purchaser at
any sale thereof, and waives the benefit of all such laws and further agrees that it will not hinder, delay or impede the execution
of any power granted hereunder to the Collateral Agent, but that it will permit the execution of every such power as though no
such laws were in effect, (ii) waives all rights that it has or may have under any rule of law or statute now existing or
hereafter adopted to require the Collateral Agent to marshal any Collateral or other assets in favor of Pledgor or any other party
or against or in payment of any or all of the Secured Obligations, and (iii) waives all rights that it has or may have under
any rule of law or statute now existing or hereafter adopted to demand, presentment, protest, advertisement or notice of any kind
(except notices expressly provided for herein or in the other Security Documents) or to require the Collateral Agent to pursue
any third party for any of the Secured Obligations.


 


Article
VII



THE COLLATERAL AGENT


 


7.1               
The Collateral Agent; Standard of Care.


 


(a)                
The Collateral Agent will hold all items of the Collateral at any time received under this Agreement in accordance with
the provisions hereof and the Indenture. The obligations of the Collateral Agent as holder of the Collateral and interests therein
and with respect to the disposition thereof, and otherwise under this Agreement and the Indenture are only those expressly set
forth in this Agreement and the Indenture. The Collateral Agent shall act at the direction of the Trustee (acting on written direction
of the appropriate percentage of Holders under the Indenture) who shall give directions to the Collateral Agent pursuant to the
Indenture. The powers conferred on the Collateral Agent hereunder are solely to protect its interest, on behalf of the Secured
Parties, in the Collateral, and shall not impose any duty upon it to exercise any such powers. The powers conferred on the Collateral
Agent hereunder are solely to protect its interest in the Collateral, shall not impose any duty upon the Collateral Agent to exercise
any such powers and shall not make the Collateral Agent liable to any Person. Except for treatment of the Collateral in its possession
in the same manner as that which the Collateral Agent, in its individual capacity, accords its own property of a similar nature
for its own account, and the accounting for moneys actually received by it hereunder in the exercise of reasonable care, the Collateral
Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to the Collateral. Neither the Collateral Agent nor any other Secured Party shall be liable to Pledgor
(i) for any loss or damage sustained by Pledgor, or (ii) for any loss, damage, depreciation or other diminution in the
value of any of the Collateral that may occur as a result of or in connection with or that is in any way related to any exercise
by the Collateral Agent or any other Secured Party of any right or remedy under this Agreement, any failure to demand, collect
or realize upon any of the Collateral or any delay in doing so, or any other act or failure to act on the part of the Collateral
Agent or any other Secured Party, except to the extent that the same is caused by its own gross negligence or willful misconduct.


 


(b)                
The Collateral Agent shall not be responsible for and makes no representation as to the existence, genuineness, value or
protection of any Collateral, for the legality, effectiveness or sufficiency of any Security Document, or for the creation, perfection,
priority, sufficiency or protection of any Liens securing the Secured Obligations. For the avoidance of doubt, nothing herein shall
require the Collateral Agent to file financing statements, continuation statements or termination statements, or be responsible
for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral
in its possession and the accounting for moneys actually received by it hereunder or under any other Security Document) and such
responsibility shall be solely that of the Pledgor. In connection with its execution and acting under this Agreement, the Collateral
Agent is entitled to all rights, privileges, protections, immunities, benefits and indemnities provided to


 




    	 	 21	 



     


    

 


it under the other Security Documents, all of which are incorporated
by reference herein mutatis mutandis. Notwithstanding anything to the contrary herein, express or implied, the Collateral
Agent shall have no duty to take any discretionary action or exercise any discretionary powers (including making any determination
or deeming any matter appropriate, necessary or satisfactory) unless it first receives written direction from the Trustee acting
on behalf of the appropriate percentage of Holders under the Indenture. Furthermore, if the Collateral Agent shall not have received
appropriate instruction within 10 days of a request therefor from the Trustee (or such shorter period as reasonably may be specified
in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking
such action as it shall deem to be in the best interests of the itself and the Trustee and the Collateral Agent shall have no liability
to any Person for such action or inaction.


 


(c)                
Notwithstanding anything to the contrary herein, whenever reference is made in this Agreement to any action by, consent,
designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or
action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent, to any amendment, waiver or other
modification of this Agreement to be executed (or not to be executed) by the Collateral Agent or to any election, decision, opinion,
acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not
to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting, giving, withholding,
suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same)
as directed in accordance with the written direction of the Trustee acting upon the written direction of the appropriate percentage
of Holders under the Indenture, as applicable. This provision is intended solely for the benefit of the Collateral Agent and its
successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or
counterclaim under or in relation to any Security Document, or confer any rights or benefits on any party hereto.


 


7.2               
Further Assurances; Attorney-in-Fact.


 


(a)                
Pledgor hereby authorizes the Collateral Agent to sign (to the extent the Pledgor’s signature is required thereon)
financing statements and amendments thereto relating to all or any part of the Collateral without the signature of Pledgor (including,
without limitation, making any notice filings with state tax or revenue authorities required to be made by account creditors in
order to enforce any Accounts in such state); provided that, promptly following the filing thereof, the Pledgor shall provide
the Collateral Agent with a copy of any initial financing statement filed by it or any amendment to any initial financing statement
which changes the collateral description set forth therein. The Pledgor further agrees to execute and deliver to the Collateral
Agent such additional conveyances, assignments, agreements and instruments as the Collateral Agent may reasonably require under
applicable law to perfect, establish, confirm and maintain the security interest and Lien provided for herein, to carry out the
purposes of this Agreement or to further assure and confirm unto the Collateral Agent its rights, powers and remedies hereunder.


 


(b)                
Pledgor hereby irrevocably appoints the Collateral Agent its lawful attorney-in-fact, with full authority in the place and
stead of Pledgor and in the name of Pledgor, the Collateral Agent or otherwise, and with full power of substitution in the premises
(which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from
time to time, after the occurrence and during the continuance of an Event of Default (except for the actions described in clauses (ii),
(iv) and (vii) below which may be taken by the Collateral Agent without regard to whether an Event of Default has occurred)
to take any action and to execute any instruments that are necessary or advisable to accomplish the purpose of this Agreement,
including, without limitation:


 


(i) to ask, demand, collect, sue
for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of
the Collateral;


 


(ii) to receive, endorse and collect
any checks, drafts, instruments, chattel paper and other orders for the payment of money made payable to Pledgor representing any
interest, income, dividend, distribution or other amount payable in respect of any of the Collateral and to give full discharge
for the same;


 


(iii) to obtain, maintain and
adjust any property or casualty insurance required to be maintained by Pledgor under Section 4.7 and direct the payment
of proceeds thereof to the Collateral Agent;


 




    	 	 22	 



     


    

 


(iv) to pay or discharge taxes,
Liens or other encumbrances levied or placed on or threatened against the Collateral, the legality or validity thereof and the
amounts necessary to discharge the same to be determined by the Collateral Agent, any such payments made by the Collateral Agent
to become Secured Obligations of the Pledgor to the Collateral Agent, due and payable immediately and without demand (provided
that the Collateral Agent shall not pay any tax obligation being contested by the Pledgor as indicated on Schedule II hereto);


 


(v) to file any claims or take
any action or institute any proceedings that the Collateral Agent may deem necessary or advisable for the collection of any of
the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral;


 


(vi) to use, sell, assign, transfer,
pledge, make any agreement with respect to or otherwise deal with any and all of the Collateral as fully and completely as though
the Collateral Agent were the absolute owner of the Collateral for all purposes, and to do from time to time, at the Collateral
Agent’s option and the Pledgor’s expense, all other acts and things necessary to protect, preserve or realize upon
the Collateral and to more completely carry out the purposes of this Agreement; and


 


(vii) to sign the name of Pledgor
on (to the extent the Pledgor’s signature is required thereon) and to file any financing statement, continuation statement,
notice or other similar document that, in the Collateral Agent’s Permitted Discretion, should be made or filed in order to
perfect or continue to perfect the security interest granted under this Agreement;


 


(c)                
If Pledgor fails to perform any covenant or agreement contained in this Agreement after written request to do so by the
Collateral Agent (provided that no such request shall be necessary at any time after the occurrence and during the continuance
of an Event of Default), the Collateral Agent may itself perform, or cause the performance of, such covenant or agreement and may
take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or its security
interest therein, and the reasonable expenses so incurred in connection therewith shall be payable by the Pledgor under Section
8.1.


 


Article
VIII



MISCELLANEOUS


 


8.1               
Indemnity and Expenses. The Pledgor agrees:


 


(a)                
to indemnify and hold harmless the Collateral Agent, the Trustee, each other Secured Party and each of their respective
directors, officers, employees, agents and affiliates from and against any and all claims, damages, demands, losses, obligations,
judgments and liabilities (including, without limitation, reasonable attorneys’ fees, out of pocket costs and expenses) in
any way arising out of or in connection with this Agreement, except to the extent the same shall arise as a result of the gross
negligence or willful misconduct of the party seeking to be indemnified; and


 


(b)                
to pay and reimburse the Collateral Agent and the Trustee upon demand for all reasonable costs and expenses (including,
without limitation, reasonable attorneys’ fees, out of pocket costs and expenses) that the Collateral Agent may incur in
connection with (i) the custody, use or preservation of, or the sale of, collection from or other realization upon, any of
the Collateral, including the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing
of or realizing on the Collateral, (ii) the exercise or enforcement of any rights or remedies granted hereunder (including,
without limitation, under Article VI), under the Indenture, the Guarantee or Notes or otherwise available to it (whether
at law, in equity or otherwise), or (iii) the failure by Pledgor to perform or observe any of the provisions hereof. The provisions
of this Section shall survive the execution and delivery of this Agreement, the repayment of any of the Secured Obligations and
the discharge of the Indenture.


 


8.2               
No Waiver. The rights and remedies of the Secured Parties expressly set forth in this Agreement, the Indenture, the
Guarantee and the Notes are cumulative and in addition, to, and not exclusive of, all other rights and remedies available at law,
in equity or otherwise. No failure or delay on the part of any Secured Party in exercising any right, power or privilege shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other
or further exercise thereof or the exercise of any other right,


 




    	 	 23	 



     


    

 


power or privilege or be construed to be a waiver of any Default
or Event of Default. No course of dealing between the Pledgor and the Secured Parties or their agents or employees shall be effective
to amend, modify or discharge any provision of this Agreement or the Guarantee or the Indenture or Notes or to constitute a waiver
of any Default or Event of Default. No notice to or demand upon Pledgor in any case shall entitle Pledgor to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the right of any Secured Party to exercise any right
or remedy or take any other or further action in any circumstances without notice or demand.


 


8.3               
Pledgor’s Obligations Absolute. Until such time as this Agreement terminates pursuant to Section 8.6,
Pledgor agrees that its obligations hereunder, and the security interest granted to and all rights, remedies and powers of, the
Collateral Agent hereunder, are irrevocable, absolute and unconditional and shall not be discharged, limited or otherwise affected
(unless agreed to by the parties hereto) by reason of any of the following, whether or not Pledgor has knowledge thereof:


 


(i) any change in the time, manner
or place of payment of, or in any other term of, any Secured Obligations, or any amendment, modification or supplement to, restatement
of, or consent to any rescission or waiver of or departure from, any provisions of the Indenture, the Guarantee, the Notes, any
other Security Document or any agreement or instrument delivered pursuant to any of the foregoing;


 


(ii) the invalidity or unenforceability
of any Secured Obligations or any provisions of the Indenture, the Notes, the Guarantee, any other Security Document or any agreement
or instrument delivered pursuant to any of the foregoing;


 


(iii) the taking, acceptance or
release of any Secured Obligations or additional Collateral or other security therefor or the addition or release of any Pledgor
hereunder;


 


(iv) any sale, exchange, release,
substitution, compromise, nonperfection or other action or inaction in respect of any Collateral or other direct or indirect security
for any Secured Obligations, or any discharge, modification, settlement, compromise or other action or inaction in respect of any
Secured Obligations;


 


(v) any agreement not to pursue
or enforce or any failure to pursue or enforce (whether voluntarily or involuntarily as a result of operation of law, court order
or otherwise) any right or remedy in respect of any Secured Obligations or any Collateral or other security therefor, or any failure
to create, protect, perfect, secure, insure, continue or maintain any Liens in any such Collateral or other security;


 


(vi) the exercise of any right
or remedy available under the Indenture, the Notes or other Security Document, at law, in equity or otherwise in respect of any
Collateral or other security for any Secured Obligations, in any order and by any manner thereby permitted, including, without
limitation, foreclosure on any such Collateral or other security by any manner of sale thereby permitted, whether or not every
aspect of such sale is commercially reasonable;


 


(vii) any bankruptcy, reorganization,
arrangement, liquidation, insolvency, dissolution, termination, reorganization or like change in the corporate structure or existence
of the Issuer, Pledgor or any other person directly or indirectly liable for any Secured Obligations;


 


(viii) any manner of application
of any payments by or amounts received or collected from any person, by whomsoever paid and howsoever realized, whether in reduction
of any Secured Obligations or any other obligations of the Issuer, Pledgor or any other person directly or indirectly liable for
any Secured Obligations, regardless of what Secured Obligations may remain unpaid after any such application; or


 


(ix) any other circumstance that
might otherwise constitute a legal or equitable discharge of, or a defense, set-off or counterclaim available to, the Issuer, Pledgor
or a surety or guarantor generally, other than a satisfaction and discharge of the Indenture pursuant to Article 12 of the Indenture
or a Legal Defeasance or Covenant Defeasance or as otherwise provided in Section 10.04 of the Indenture.


 


8.4               
Enforcement. By its acceptance of the benefits of this Agreement, each Secured Party agrees that this Agreement may
be enforced only by the Collateral Agent, acting upon the instructions or with the consent of the the Trustee who shall act in
accordance with the Indenture, and that no Secured Party shall have any right individually to enforce or seek to enforce this Agreement
or to realize upon any Collateral or other security given to secure the payment and performance of the Secured Obligations.


 




    	 	 24	 



     


    

 


8.5               
Amendments, Waivers, etc. No amendment, modification, waiver, discharge or termination of, or consent to any departure
by Pledgor from, any provision of this Agreement, shall be effective unless in a writing executed and delivered in accordance with
Article 9 of the Indenture, and then the same shall be effective only in the specific instance and for the specific purpose for
which given.


 


8.6               
Continuing Security Interest; Term; Successors and Assigns; Assignment; Termination and Release; Survival. This Agreement
shall create a continuing security interest in the Collateral and shall secure the payment and performance of all of the Secured
Obligations as the same may arise and be outstanding at any time and from time to time from and after the date hereof, and shall
(i) remain in full force and effect until the earlier of a satisfaction and discharge of the Indenture pursuant to Article
12 of the Indenture or a Legal Defeasance or a Covenant Defeasance or as otherwise provided in Section 10.04 of the Indenture,
(ii) be binding upon and enforceable against Pledgor and its successors and assigns (provided, however, that,
except as may otherwise be permitted by the Indenture, Pledgor may not sell, assign or transfer any of its rights, interests, duties
or obligations hereunder without the prior written consent of the requisite Holders pursuant to Article 9 of the Indenture and
(iii) inure to the benefit of and, subject to Section 8.4, be enforceable by each Secured Party and its successors
and assigns. Upon any sale, lease, transfer or other disposition by Pledgor of any Collateral in a transaction expressly permitted
hereunder and under the Indenture, the Lien and security interest created by this Agreement in and upon such Collateral shall be
automatically released. Further, upon Pledgor ceasing to be a Guarantor pursuant to a transaction expressly permitted hereunder
and under the Indenture, the Lien and security interest created by this Agreement in any Collateral of Pledgor shall be released
and the earlier of a satisfaction and discharge of the Indenture pursuant to Article 12 of the Indenture or a Legal Defeasance
or a Covenant Defeasance or as otherwise provided in Section 10.04 of the Indenture, this Agreement and the Lien and security
interest created hereby shall terminate; and in connection with any such release or termination, the Collateral Agent, at the request
and expense of the Pledgor, will execute and deliver to Pledgor such documents and instruments evidencing such release or termination
as Pledgor may reasonably request and will assign, transfer and deliver to Pledgor, without recourse and without representation
or warranty, such of the Collateral as may then be in the possession of the Collateral Agent (or, in the case of any partial release
of Collateral, such of the Collateral so being released as may be in its possession). All representations, warranties, covenants
and agreements herein shall survive the execution and delivery of this Agreement and any Pledge Amendment.


 


8.7               
Notices. All notices and other communications provided for hereunder shall be given to the parties in the manner
and subject to the other notice provisions set forth in the Indenture.


 


8.8               
Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED, INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).


 


8.9               
Severability. To the extent any provision of this Agreement is prohibited by or invalid under the applicable law
of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such
jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this
Agreement in any jurisdiction.


 


8.10           
Construction. The headings of the various sections and subsections of this Agreement have been inserted for convenience
only and shall not in any way affect the meaning or construction of any of the provisions hereof. Unless the context otherwise
requires, words in the singular include the plural and words in the plural include the singular.


 


8.11           
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become
effective when copies hereof which, when taken together, bear the signatures of each of the parties hereto shall be delivered to
the Collateral Agent. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective
as delivery of a manually executed signature page hereto.


 




    	 	 25	 



     


    

 


8.12           
Submission to Jurisdiction. Any legal action or proceeding with respect to this Agreement may be brought in the courts
of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery
of this Agreement, Pledgor hereby submits for itself and in respect of its property, generally and unconditionally, to the exclusive
jurisdiction of the aforesaid courts, waives any objection, including, without limitation, any objection to the laying of venue
or based on the grounds of forum non conveniens, which Pledgor now or hereafter has to the bringing of any such action or proceeding
in such respective jurisdictions and consents to the service of process of any of the aforementioned courts in any such action
or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each such person, as the case
may be, as provided for in Section 8.7. The Collateral Agent may also serve process in any other manner permitted by
law or commence legal proceedings or otherwise proceed against Pledgor in any other jurisdiction. The parties hereto agree that
a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.


 


8.13           
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH
PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


8.14           
Qualifications Regarding Pledgor Disclosures. Notwithstanding anything to the contrary set forth herein, in no event
shall Pledgor be required to provide in any annex, exhibit or schedule hereto, or in response to any disclosure required hereunder,
any information that is “classified” for reasons of national security or foreign policy under applicable laws, and
each of the Pledgor’s representations and warranties hereunder and the annexes, exhibits and schedules hereto are so qualified.


 


8.15           
Certain Regulatory Restrictions. Notwithstanding anything to the contrary set forth herein, certain rights, remedies
and powers provided the Collateral Agent in this Agreement, such as (a) actions by the Collateral Agent that would constitute
a direct or indirect transfer of control of one or more Permits (as defined below), within the meaning of Section 184 of the
Atomic Energy Act of 1954, as amended, and (b) actions (other than acquiring title or ownership to Inventory or Equipment
by foreclosure or otherwise pursuant to existing general licenses from the NRC issued to and generally available for use by any
person) that involve taking possession or controlling the use of nuclear materials or facilities for which a Permit is required,
are subject to regulatory restrictions that may require the Collateral Agent to obtain the prior written consent or approval of
the NRC, and all provisions of this Security Agreement shall be limited to conform with such restrictions. For purposes hereof,
“Permits” means permits, licenses, certificates, approvals and other authorizations issued by the NRC, or by a state
agency exercising NRC’s authority under an agreement with the NRC.


 


8.16           
Intercreditor Agreements. Notwithstanding anything herein to the contrary, the Lien and security interest granted
to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are
subject to the provisions of the Intercreditor Agreements. In the event of any conflict between the terms of the Intercreditor
Agreements and this Agreement, the terms of the Intercreditor Agreements shall govern and control. Notwithstanding anything herein
to the contrary, so long as the Intercreditor Agreements is in effect, any requirement to deliver possession of any Collateral
to the Collateral Agent or to give the Collateral Agent “control” over any Collateral shall be deemed to be satisfied
if the holder of a Lien or any representative thereof shall have such possession or control and such holder or representative as
the case may be has agreed in the applicable Intercreditor Agreement to also hold such possession or control as agent or bailee
for the benefit of the Collateral Agent; provided, however, that notwithstanding the foregoing, the Company agrees to use commercially
reasonable efforts to cause one of the following to occur (such obligation to use commercial reasonable efforts to


 




    	 	 26	 



     


    

 


continue with respect to each of the following until such efforts
are successful as to one of the following or such efforts are unsuccessful as to all of the following): (i) obtain the consent
of the applicable holders of senior Liens or their agent(s) or other representative(s) and the applicable deposit bank, securities
intermediary, issuer or custodian, as applicable, to the Collateral Agent retaining its own separate control agreement reflecting
the priorities established by the applicable Intercreditor Agreement, (ii) obtain the consent of the applicable holders of
senior Liens or their agent(s) or other representative(s) and the applicable deposit bank, securities intermediary, issuer or custodian,
as applicable, to the Collateral Agent being a party to the control agreement in favor of the holders of senior Liens or their
agent(s) and pursuant to such control agreement having the applicable deposit bank, securities intermediary, issuer or custodian,
as applicable, agree to follow instructions or entitlement orders, as applicable, of the Collateral Agent without further consent
of the Company upon a discharge of the senior Liens, or (iii) cause any control agreement for the benefit of any holders of
senior Liens to be subject to the Uniform Commercial Code.


 


8.17           
No Recourse to the United States. The obligations of the Pledgor under this Agreement, the Indenture, the Guarantee
and the Notes are the obligations of the Pledgor and are not obligations of, or guaranteed as to principal
or interest by, the United States.


 


[Remainder of Page Intentionally Left
Blank] 


 




    	 	 27	 



     


    

 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their duly authorized officers as of the date first above written.


 


	 	 	 	 	 
	 	PLEDGOR:	 
	 	 	 
	 	[ACQUIRED SUBSIDIARY]	 
	 	 	 	 
	 	By:	
	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


 


[Signature Page to Pledge and Security Agreement]


 


 





 


 


 


 


 


	COLLATERAL AGENT:
	 



 



    	 	 28	 



     


    

 


 


	 	DELAWARE TRUST COMPANY, as Collateral Agent
	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	 	Title:	 	 


 


 


[Signature Page to Pledge and Security Agreement]


 


 


 


 


 


 


 


 


Exhibit A to


Pledge and Security Agreement 


PLEDGE AMENDMENT


 







    	 	 29	 



     


    

 


THIS PLEDGE AMENDMENT, dated as of
            , 20    , is delivered by [NAME
OF PLEDGOR] (the “Pledgor”) pursuant to Section 5.1 of the Security Agreement referred to herein
below. The Pledgor hereby agrees that this Pledge Amendment may be attached to the Pledge and Security Agreement, dated as of [            ],
20[__] (as amended, modified, restated or supplemented from time to time, the “Security Agreement,” capitalized
terms defined therein being used herein as therein defined) made by the Pledgor in favor of                     ,
as trustee and collateral agent for the Holders under the Indenture referred to below (in its capacity as trustee and together
with its successors and assigns in such capacity, the “Trustee” and in its capacity as collateral agent and
together with its successors and assigns in such capacity, the “Collateral Agent”), and that the Equity Interests
listed on Annex A to this Pledge Amendment shall be deemed to be part of the Equity Interests within the meaning of the
Security Agreement and shall become part of the Collateral and shall secure all of the Secured Obligations as provided in the Security
Agreement. The Pledgor hereby confirms that all representations and warranties set forth in Sections 3.1, 3.2, 3.4, 3.5 and 3.7
of the Security Agreement are true and correct with respect to the Equity Interests listed on Annex A to this Pledge Amendment.
This Pledge Amendment and its attachments are hereby incorporated into the Security Agreement and made a part thereof.


 


	 	 	 	 
	 	[ACQUIRED SUBSIDIARY]	 
	 	 	 	 
	 	By:	
	 
	 	 	 	 
	 	Title:	
	 


 


 


 





 


 


 


 




    	 	 30	 



     


    




 












Annex A 


Equity Interests 



 


	
        Name of Issuer
	 	Type of Interests	 	Certificate No.

(if applicable)	 	No. of

Shares/Units

(if applicable)	 	Percentage of

Outstanding

Interests in Issuer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 





 







    	 	 31	 



     


    

 


Exhibit B to


Pledge and Security Agreement 


To Be Completed When the


Deferred Interests Attach


SECURITY AGREEMENT 


(COPYRIGHTS) 



 


WHEREAS, [                    ],
a [                    ] (herein
referred to as “Grantor”), has adopted, used and is using the copyrights listed on Schedule I annexed
hereto, which copyrights are registered in the United States Copyright Office (the “Copyrights”);


WHEREAS, Grantor has entered into that certain
Pledge and Security Agreement dated as of [                    ],
20[ ] (as amended, modified, restated or supplemented from time to time, the “Security Agreement”; capitalized
terms used herein but not otherwise defined herein have the meaning attributed to them in the Security Agreement) between Grantor
and [                    ],
as trustee and collateral agent (referred to herein as “Grantee”) for the benefit of the Secured Parties;


WHEREAS, Grantor is obligated to Grantee
for the payment and performance of the Secured Obligations; and


WHEREAS, pursuant to the Security Agreement,
Grantor has granted to Grantee, for the ratable benefit of the Secured Parties, a security interest in, and mortgage on, all right,
title and interest of Grantor in and to the Copyrights, all extensions, continuations, continuations-in-part, renewals and reissues
thereof, and all proceeds thereof, including, without limitation, any and all causes of action which may now or hereafter exist
by reason of infringement thereof (the “Collateral”), to secure the payment, performance and observance of the
Secured Obligations.


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, Grantor does hereby further assign unto Grantee and grant to Grantee, for the ratable
benefit of the Secured Parties a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance
and observance of the Secured Obligations.


Grantor does hereby further acknowledge
and affirm that the rights and remedies of Grantee with respect to the security interest in and mortgage on the Collateral made
and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby incorporated
herein by reference as if fully set forth herein.


IN WITNESS WHEREOF, Grantor has caused this
Assignment to be duly executed by its officer thereunto duly authorized as of the      day of             ,
20    .


 


	 	 	 	 	 
	 	[                                         ]	 
	 	 	 	 
	 	By:	
	 
	 	 	Name:	 	 
	 	 	Title:	
         

        
	 



 


 


 





SCHEDULE I TO SECURITY AGREEMENT (COPYRIGHTS)






  


 




    	 	 32	 



     


    




 


 





 


Exhibit C to


Pledge and Security Agreement 


To Be Completed When the


Deferred Interests Attach


SECURITY AGREEMENT 


(PATENTS) 


WHEREAS, [                    ],
a [                    ] (herein
referred to as “Grantor”), is the owner and user of the patents issued by and/or patent applications filed with
the United States Patent and Trademark Office, as more particularly described on Schedule I annexed hereto (the “Patents”);


WHEREAS, Grantor has entered into that certain
Pledge and Security Agreement dated as of [                    ],
20[ ] (as amended, modified, restated or supplemented from time to time, the “Security Agreement”;


 




    	 	 33	 



     


    

 


capitalized terms used herein but not otherwise defined herein
have the meaning attributed to them in the Security Agreement) between Grantor and [                    ],
as trustee and collateral agent (referred to herein as “Grantee”) for the benefit of the Secured Parties;


 


WHEREAS, Grantor is obligated to Grantee
for the payment and performance of the Secured Obligations; and


 


WHEREAS, pursuant to the Security Agreement,
Grantor has granted to Grantee, for the ratable benefit of the Secured Parties, a security interest in, and mortgage on, all right,
title and interest of Grantor in and to the Patents, together with any reissue, continuation, continuation-in-part or extension
thereof, and all proceeds thereof, including, without limitation, any and all causes of action which may exist by reason of infringement
thereof for the full term of the Patents (the “Collateral”), to secure the prompt payment, performance and observance
of the Secured Obligations.


 


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, Grantor does hereby further grant to Grantee, for the ratable benefit of the Secured Parties,
a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance and observance of the Secured
Obligations.


 


Grantor does hereby further acknowledge
and affirm that the rights and remedies of Grantee with respect to the assignment of, security interest in and mortgage on the
Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.


 


 


 


 


IN WITNESS WHEREOF, Grantor has caused this
Assignment to be duly executed by its officer thereunto duly authorized as of the      day of             ,
20    .


 





	 	 	 	 	 
	 	[                                         ]	 
	 	 	 	 
	 	By:	
	 
	 	 	Name:	 	 
	 	 	Title:	
         

        
	 


  







    	 	 34	 



     


    

 


 







SCHEDULE I TO SECURITY AGREEMENT (PATENTS)



 


ISSUED PATENTS 


 


	 	 	 	 	 
	
        Title
	 	
        Date Issued
	 	
        Patent No.

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 





 




    	 	 35	 



     


    

 


 


PENDING PATENT
APPLICATIONS


 


	 	 	 	 	 
	
        Title
	 	
        Serial Number
        / Filing Date

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


Exhibit D to


Pledge and Security Agreement 


To Be Completed When the


Deferred Interests Attach


SECURITY AGREEMENT 


(TRADEMARKS) 


 


WHEREAS, [                    ],
a [                    ] (herein
referred to as “Grantor”), is the owner and user of the United States registered trademarks and/or trademark
applications listed on Schedule I annexed hereto (the “Trademarks”);


 


WHEREAS, Grantor has entered into that certain
Pledge and Security Agreement dated as of [                    ],
20[ ] (as amended, modified, restated or supplemented from time to time, the “Security Agreement”; capitalized
terms used herein but not otherwise defined herein have the meaning attributed to them in the Security Agreement) between Grantor
and [                    ],
as trustee and collateral agent (referred to herein as “Grantee”) for the benefit of the Secured Parties;


 


WHEREAS, Grantor is obligated to Grantee
for the payment and performance of the Secured Obligations; and


 




    	 	 36	 



     


    

 


WHEREAS, pursuant to the Security Agreement,
Grantor has granted to Grantee, for the ratable benefit of the Secured Parties, a security interest in, and mortgage on, all right,
title and interest of Grantor in and to the Trademarks, together with the goodwill of the business symbolized by the Trademarks
and the applications and registrations thereof, and all proceeds thereof, including, without limitation, any and all causes of
action which may exist by reason of infringement thereof (the “Collateral”), to secure the payment, performance
and observance of the Secured Obligations.


 


NOW, THEREFORE, for good and valuable consideration,
receipt of which is hereby acknowledged, Grantor does hereby further grant to Grantee, for the ratable benefit of the Secured Parties,
a security interest in, and mortgage on, the Collateral to secure the prompt payment, performance and observance of the Secured
Obligations.


 


Grantor does hereby further acknowledge
and affirm that the rights and remedies of Grantee with respect to the assignment of, security interest in and mortgage on the
Collateral made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are hereby
incorporated herein by reference as if fully set forth herein.





 


 


 


 


 


 


 


IN WITNESS WHEREOF, Grantor has caused this
Assignment to be duly executed by its officer thereunto duly authorized as of the      day of             ,
20    .


 


 





	 	 	 	 	 
	 	[                                         ]	 
	 	 	 	 
	 	By:	
	 
	 	 	Name:	 	 
	 	 	Title:	
         

        
	 


 


 




    	 	 37	 



     


    

 


 







 


SCHEDULE I TO SECURITY AGREEMENT (TRADEMARKS)



 


REGISTERED TRADEMARKS AND TRADEMARK
APPLICATIONS 


 


	 	 	 	 	 
	
        Trademark
	 	
        Reg. Date.
        (if applicable)
	 	
        Reg. No./
        Serial No.

	 	 	 	 	 










 


 







    	 	 38	 



     


    

 








TABLE OF CONTENTS 


 





	 	 	 
	 	 	Page
	ANNEX A 	 	 
	 	 	 
	[RESERVED] 	 	 
	 	 	 
	ANNEX B 	 	 
	 	 	 
	Location of Filing for UCC Financing Statements: Secretary of State of the State of Delaware 	 
	 	 	 
	ANNEX C 	 	 
	 	(i) Address of Chief Executive Office: 	 
	 	 	 
	 	(ii) Address of each other Place of Business: 	 
	 	 	 
	 	(iii) State of Incorporation: Delaware 	 
	 	 	 
	 	(iv) Organizational I.D. Number: 	 
	 	 	 
	 	(v) Address of each location where all original invoices, ledgers, chattel paper, Instruments and other records or information evidencing or relating to the Collateral of Pledgor are maintained: 	 
	 	 	 
	 	(vi) Address of each location at which any Inventory or Equipment owned by Pledgor is kept or maintained, in each instance except for any new locations established in accordance with the provisions of Section 4.2 and except for Inventory and Equipment which, in the ordinary course of business, is in transit (A) from a supplier to Pledgor or to a location listed below, (B) between locations listed below, or (C) to processors or a location listed below. 	 
	 	 	 
	 	(vii) Except as may be otherwise noted below, all
locations identified in clause (vi) above are leased by the Pledgor or Pledgor has an agreement with the operator thereof
to hold Inventory or Equipment on behalf of Pledgor, including pending delivery to a customer:	 
	 	 	 
	 	(viii) Pledgor does not presently conduct business
under any prior or other corporate or company name or under any trade or fictitious names, except:	 







 


 


 







    	 	 39	 



     


    







 


 





TABLE OF CONTENTS 


(continued)


 





    Page



ANNEX D – [To be Completed When Lien on Deferred
Interests Attaches]


 


COPYRIGHTS AND COPYRIGHT APPLICATIONS



 


	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration
        Number

         
	 	
        Country
	 	
        Issue or

        Filing Date

         

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


ANNEX E – [To be Completed When Lien on Deferred
Interests Attaches]


 


 


PATENTS AND PATENT APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration
        No.

        
	 	
        Country
	 	
        Inventor
	 	
        Issue or

        Filing Date

        

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 


 



    	 	 40	 



     


    

 


ANNEX F – [To be Completed When Lien on Deferred
Interests Attaches]


 


TRADEMARKS AND APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Mark
	 	
        Application or

        Registration
        No.

        
	 	
        Country
	 	
        Issue or

        Filing Date

        

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 


 


 


TABLE OF CONTENTS 


(continued)


 





    Page



 


ANNEX G – DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS


 





Deposit Accounts:


 


	 	 	 	 	 	 	 
	
        Financial
        Institution
	 	
        Address
	 	
        Account

        Number

        
	 	
        Account

        Holder

        

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


Securities Accounts:


 


	 	 	 	 	 	 	 
	
        Financial
        Institution
	 	
        Address
	 	
        Account

        Number

        
	 	
        Account

        Holder

        

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


ANNEX H – SPECIAL POWER OF ATTORNEY


 





ANNEX I – COPYRIGHTS ON THE DATE HEREOF 


 





 




    	 	 41	 



     


    

 





COPYRIGHTS AND
COPYRIGHT APPLICATIONS


 


	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration
        Number

        
	 	
        Country
	 	
        Issue or

        Filing Date

        

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


 


 


 


 


TABLE OF CONTENTS 


(continued)


 





    Page



ANNEX J – PATENTS ON THE DATE HEREOF


 


PATENTS AND PATENT APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Application or

        Registration
        No.

        
	 	
        Country
	 	
        Inventor
	 	
        Issue or

        Filing Date

        

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


ANNEX K – TRADEMARKS ON THE DATE HEREOF


 


TRADEMARKS AND APPLICATIONS 


 


	 	 	 	 	 	 	 	 	 
	
        Pledgor
	 	
        Mark
	 	
        Application or

        Registration
        No.

        
	 	
        Country
	 	
        Issue or

        Filing Date

        

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


 


SCHEDULE I – IP EXCEPTIONS TO SECTION 3.7


 





SCHEDULE II – TAXES BEING CONTESTED PER SECTION 7.2(b)(iv)



 







    	 	 42	 



     


    

 





TABLE OF CONTENTS


 















	 	Page


 




	Article I   DEFINITIONS	3
	1.1   Defined Terms	3
	1.2   Classified Information	7
	Article II   CREATION OF SECURITY INTEREST	7
	2.1   Pledge and Grant of Security Interest	7
	2.2   Security for Secured Obligations	8
	2.3   Deferred Interests	8
	2.4   Inventory Account	10
	Article III   REPRESENTATIONS AND WARRANTIES	10
	3.1   Ownership of Collateral	10
	3.2   Security Interests; Filings	10
	3.3   Locations	11
	3.4   Authorization; Consent	11
	3.5   No Restrictions	11
	3.6   Equity Interests	12
	3.7   Intellectual Property	12
	3.8   Documents of Title	12
	3.9   Deposit Accounts and Securities Accounts	12
	Article IV   COVENANTS	12
	4.1   Use and Disposition of Collateral	12
	4.2   Change of Name, Locations, etc	13
	4.3   Records; Inspection	13
	4.4   Instruments	13
	4.5   Inventory and Equipment	13
	4.6   Taxes	14
	4.7   Insurance	14
	4.8   Intellectual Property	14
	4.9   Delivery of Collateral	16
	4.10   Protection of Security Interest	16
	4.11   Control of Investment Property, Deposit Accounts and Electronic Chattel Paper	16
	4.12   Supplements to Schedules and Annexes	17
	Article V   CERTAIN PROVISIONS RELATING TO EQUITY INTERESTS	17
	5.1   Ownership; After-Acquired Equity Interests	17
	5.2   Voting Rights	18



 


     


     


    



 





TABLE OF CONTENTS

(continued)


 










	 	Page


 




	5.3   Dividends and Other Distributions	18
	Article VI   REMEDIES	18
	6.1   Remedies	18
	6.2   Application of Proceeds	20
	6.3   Grant of License	21
	6.4   Private Sales	21
	6.5   Waivers	22
	Article VII   THE COLLATERAL AGENT	22
	7.1   The Collateral Agent; Standard of Care	22
	7.2   Further Assurances; Attorney-in-Fact	23
	Article VIII   MISCELLANEOUS	24
	8.1   Indemnity and Expenses	24
	8.2   No Waiver	25
	8.3   Pledgor’s Obligations Absolute	25
	8.4   Enforcement	26
	8.5   Amendments, Waivers, etc	26
	8.6   Continuing Security Interest; Term; Successors and Assigns; Assignment; Termination and Release; Survival	26
	8.7   Notices	26
	8.8   Applicable Law	26
	8.9   Severability	27
	8.10   Construction	27
	8.11   Counterparts	27
	8.12   Submission to Jurisdiction	27
	8.13   WAIVER OF JURY TRIAL	27
	8.14   Qualifications Regarding Pledgor Disclosures	27
	8.15   Certain Regulatory Restrictions	27
	8.16   Intercreditor Agreements	28
	8.17   No Recourse to the United States	28


 


Exhibit A – Pledge Amendment


 


Exhibit B – Security Agreement (Copyrights)


 


Exhibit C – Security Agreement (Patents)


 




     


     


    

 





TABLE OF CONTENTS

(continued)


 










Page


 





Exhibit D – Security Agreement (Trademarks)


 


Annex A – [Reserved]


 


Annex B – Filing Locations


 


Annex C – Pledgor Information


 


Annex D – Copyrights as of Deferred Interest date


 


Annex E – Patents as of Deferred Interest date


 

Annex F – Trademarks as of Deferred Interest date


 





Annex G – Deposit and Securities Accounts


 


Annex H – Special Power of Attorney


 


Schedule I – IP Exceptions to Section 3.7


 


Schedule II – Taxes being contested per Section 7.2(b)(iv)