Exhibit 10.72


 


EXECUTION VERSION


 


INTERCREDITOR AGREEMENT


 


by and between


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as ABL Agent,


 


and


 


ALTER
DOMUS (US) LLC

as Term Loan Agent


 


Dated
as of December 7, 2020


 




 



    


     


    

 


Table of Contents


 



	 	 	Page
	 	 	 
	ARTICLE 1	Definitions	2
	Section 1.1	UCC Definitions	2
	Section 1.2	Other Definitions	2
	Section 1.3	Rules of Construction	28
	 	 	 
	ARTICLE 2	Lien Priority	28
	Section 2.1	Agreement to Subordinate	28
	Section 2.2	Waiver of Right to Contest Liens	33
	Section 2.3	Remedies Standstill	36
	Section 2.4	Exercise of Rights	44
	Section 2.5	No New Liens	50
	Section 2.6	Waiver of Marshalling	54
	 	 	 
	ARTICLE 3	Actions of the Parties	54
	Section 3.1	Certain Actions Permitted	54
	Section 3.2	Agent for Perfection	54
	Section 3.3	Sharing of Information and Access	55
	Section 3.4	Insurance	56
	Section 3.5	No Additional Rights For the Credit Parties Hereunder	56
	Section 3.6	Actions Upon Breach	57
	Section 3.7	Inspection Rights	57
	Section 3.8	Purchase Rights	58
	 	 	 
	ARTICLE 4	Application of Proceeds	61
	Section 4.1	Application of Proceeds	61
	Section 4.2	Specific Performance	65
	Section 4.3	Sale of Collateral Comprising Both ABL Priority Collateral and Term Loan Priority Collateral	66
	 	 	 
	ARTICLE 5	Intercreditor Acknowledgements and Waivers	66
	Section 5.1	Notice of Acceptance and Other Waivers	66
	Section 5.2	Modifications to ABL Documents and Term Loan Documents	73
	Section 5.3	Reinstatement and Continuation of Agreement	79
	 	 	 
	ARTICLE 6	Insolvency Proceedings	81
	Section 6.1	DIP Financing	81
	Section 6.2	Relief From Stay	84
	Section 6.3	No Contest	84
	Section 6.4	Asset Sales	86
	Section 6.5	Separate Grants of Security and Separate Classification	87
	Section 6.6	Enforceability	88
	Section 6.7	ABL Obligations Unconditional	88
	Section 6.8	Term Loan Obligations Unconditional	88



 






    (i)


     


    

 


Table of Contents


(continued)


 


	 	 	Page



 


	Section 6.9	Additional Term Obligations Unconditional	89
	Section 6.10	Adequate Protection	89
	Section 6.11	Post-Petition Interest	90
	 	 	 
	ARTICLE 7	Miscellaneous	91
	Section 7.1	Rights of Subrogation	91
	Section 7.2	Further Assurances	92
	Section 7.3	Representations	92
	Section 7.4	Amendments	93
	Section 7.5	Addresses for Notices	95
	Section 7.6	No Waiver, Remedies	96
	Section 7.7	Continuing Agreement, Transfer of Secured Obligations	96
	Section 7.8	Governing Law;  Entire Agreement	97
	Section 7.9	Counterparts	97
	Section 7.10	No Third Party Beneficiaries	97
	Section 7.11	Designation of Additional Term Indebtedness; Joinder of Additional Term Agents	97
	Section 7.12	Term Loan Collateral Representative and ABL Agent; Notice of Change	99
	Section 7.13	Provisions Solely to Define Relative Rights	99
	Section 7.14	Headings	99
	Section 7.15	Severability	100
	Section 7.16	Attorneys Fees	100
	Section 7.17	VENUE; JURY TRIAL WAIVER	100
	Section 7.18	Intercreditor Agreement	100
	Section 7.19	No Warranties or Liability	101
	Section 7.20	Conflicts	101
	Section 7.21	Information Concerning Financial Condition of the Credit Parties	101
	Section 7.22	Excluded Assets	101
	Section 7.23	Concerning the Agents	102
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Exhibit A	–	Additional Indebtedness Designation	 
	Exhibit B	– 	Additional Indebtedness Joinder	 
	Exhibit C	– 	Joinder of ABL Credit Agreement or Term Loan Credit Agreement	 



 









    (ii)


     


    

 


 


INTERCREDITOR AGREEMENT


 


THIS
INTERCREDITOR AGREEMENT (as amended, restated, supplemented, waived or otherwise modified from time to time pursuant to the terms
hereof, this “Agreement”) is entered into as of December 7, 2020, between WELLS FARGO BANK, NATIONAL
ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time,
and as further defined herein, the “ABL Agent”) for the ABL Secured Parties and ALTER DOMUS (US) LLC (as successor
to MORGAN STANLEY SENIOR FUNDING, INC.), in its capacity as collateral agent (together with its successors and assigns in
such capacity from time to time, and as further defined herein, the “Term Loan Agent”) for the Term Loan Secured
Parties. Capitalized terms defined in Article 1 hereof are used in this Agreement as so defined.


 


RECITALS


 


A.            Pursuant
to the ABL Credit Agreement, the ABL Credit Agreement Lenders have agreed to make certain loans and other financial accommodations
to or for the benefit of the ABL Borrower.


 


B.            Pursuant
to the ABL Guarantees, the ABL Guarantors have agreed to guarantee the payment and performance of the ABL Borrower’s obligations
under the ABL Documents.


 


C.            As
a condition to the effectiveness of the ABL Credit Agreement and to secure the obligations of the ABL Credit Parties under and
in connection with the ABL Documents, the ABL Credit Parties have granted to the ABL Agent (for the benefit of the ABL Secured
Parties) Liens on the Collateral.


 


D.            Pursuant
to the Original Term Loan Credit Agreement, the Term Loan Credit Agreement Lenders have agreed to make certain loans and other
financial accommodations to or for the benefit of the Term Loan Borrower.


 


E.            Pursuant
to the Term Loan Guarantees, the Term Loan Guarantors have agreed to guarantee the payment and performance of the Term Loan Borrower’s
obligations under the Term Loan Documents.


 


F.            As
a condition to the effectiveness of the Original Term Loan Credit Agreement and to secure the obligations of the Term Loan Credit
Parties under and in connection with the Term Loan Documents, the Term Loan Credit Parties have granted to the Term Loan Agent
(for the benefit of the Term Loan Secured Parties) Liens on the Collateral.




 


G.            Pursuant
to this Agreement, the Company may, from time to time, designate certain additional Indebtedness of any Credit Party as “Additional
Term Indebtedness” by executing and delivering an Additional Term Indebtedness Designation and by complying with the procedures
set forth in Section 7.11 hereof, and the holders of such Additional Term Indebtedness and any other applicable Additional
Term Secured Party shall thereafter constitute Additional Term Secured Parties, and any Additional Term Agent for any such Additional
Term Secured Parties shall thereafter constitute an Additional Term Agent for all purposes under this Agreement.


 


H.            Each
of the ABL Agent (on behalf of the ABL Secured Parties) and the Term Loan Agent (on behalf of the Term Loan Secured Parties) and,
by their acknowledgment hereof, the ABL Credit Parties and the Term Loan Credit Parties, desire to agree to the relative priority
of Liens on the Collateral and certain other rights, priorities and interests as provided herein.


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:


 






     


     


    

 


ARTICLE 1


 


Definitions


 


Section 1.1 UCC
Definitions The following terms which are defined in the Uniform Commercial Code are used herein as so defined:
Accounts, Chattel Paper, Commercial Tort Claims, Commodity Accounts, Deposit Accounts, Documents, Electronic Chattel Paper,
Equipment, Financial Assets, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Money,
Payment Intangibles, Promissory Notes, Records, Security, Securities Accounts, Security Entitlements, Supporting Obligations
and Tangible Chattel Paper.


 


Section 1.2 Other
Definitions As used in this Agreement, the following terms shall have the meanings set forth below:


 


“ABL
Agent” shall mean Wells Fargo Bank, National Association, in its capacity as collateral agent under the ABL Credit
Agreement, together with its successors and assigns in such capacity from time to time.


 





“ABL Bank Products
Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with an ABL Credit Party with
the obligations of such ABL Credit Party thereunder being secured by one or more ABL Collateral Documents and (b) was an ABL
Credit Agreement Lender or an Affiliate of an ABL Credit Agreement Lender on the date hereof, or at the time of entry into such
Bank Products Agreement (provided that no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products
Affiliate hereunder with respect to more than one Credit Facility).


 


“ABL Borrower”
shall mean the Company, in its capacity as the borrower under the ABL Credit Agreement, together with its and their respective
successors and assigns.


 


“ABL Collateral
Documents” shall mean all “Collateral Documents” as defined in the ABL Credit Agreement, and all other
security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with the ABL
Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted securing any ABL Obligations
or under which rights or remedies with respect to such Liens are governed, in each case as the same may be amended, supplemented,
waived or modified from time to time.


 


“ABL
Collateral Exposure” shall mean, as to the ABL Credit Agreement as of the date of determination, the total commitments
(whether funded or unfunded) of the ABL Secured Parties to make loans and other extensions of credit thereunder (or after the termination
of such commitments, the total outstanding principal amount of loans and other extensions of credit under such facility and
the aggregate then undrawn and unexpired amount of the then outstanding letters of credit under the ABL Collateral Documents).


 



     


     


    




 


“ABL Commingled
Collateral” shall have the meaning set forth in Section 3.7(a) hereof.


 


“ABL Credit
Agreement” shall mean that certain Credit Agreement dated as of the date hereof by and among the ABL Borrower, Wells
Fargo Bank, National Association, as administrative agent, the ABL Credit Agreement Lenders and the ABL Agent, as amended, restated,
supplemented, waived or otherwise modified from time to time.


 


“ABL Credit
Agreement Lenders” shall mean the lenders, debtholders and other creditors party from time to time to the ABL Credit
Agreement, together with their successors, assigns and transferees, as well as any Person designated as an “ABL Credit Agreement
Lender” under the ABL Credit Agreement.


 


“ABL Credit
Parties” shall mean the ABL Borrower, the ABL Guarantors and each other direct or indirect Subsidiary of the Company
or any of its Affiliates that is now or hereafter becomes a party to any ABL Document.


 


“ABL DIP Financing”
shall have the meaning set forth in Section 6.1(a)(i).


 


“ABL
Documents” shall mean the ABL Credit Agreement, the ABL Guarantees, the ABL Collateral Documents, any Bank Products
Agreements between any ABL Credit Party and any ABL Bank Products Affiliate, any Hedging Agreements between any ABL Credit
Party and any ABL Hedging Affiliate, those other ancillary agreements as to which the ABL Agent or any ABL Secured Party is a
party or a beneficiary and all other agreements, instruments, documents and certificates, now or hereafter executed by or on
behalf of any ABL Credit Party or any of its respective Subsidiaries or Affiliates, and delivered to the ABL Agent, in
connection with any of the foregoing, in each case as the same may be amended, restated, supplemented, waived or otherwise
modified from time to time.


 


“ABL Guarantees”
shall mean that certain guarantee agreement dated as of the date hereof by the ABL Guarantors in favor of the ABL Agent, and all
other guarantees of any ABL Obligations of any ABL Credit Party by any other ABL Credit Party in favor of any ABL Secured Party,
in each case as amended, restated, supplemented, waived or otherwise modified from time to time, in each case unless and until
released from its guarantee obligations.


 


“ABL Guarantors”
shall mean the collective reference to each of the Company’s Domestic Subsidiaries that is a guarantor under any of the ABL
Guarantees and any other Person who becomes a guarantor under any of the ABL Guarantees, in each case unless and until released
from its guarantee obligations.


 


“ABL Hedging
Affiliate” shall mean any Person who (a) has entered into a Hedging Agreement with an ABL Credit Party with the
obligations of such ABL Credit Party thereunder being secured by one or more ABL Collateral Documents and (b) was the ABL
Agent or an ABL Credit Agreement Lender or an Affiliate of an ABL Credit Agreement Lender on the date hereof, or at the time of
entry into such Hedging Agreement (provided that no Person shall, with respect to any Hedging Agreement, be at any time a Hedging
Affiliate hereunder with respect to more than one Credit Facility).


 


“ABL Obligations”
shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description, whether
now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any ABL
Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each ABL Credit Party from time to time to
the ABL Agent, the “administrative agent” or “agent” under the ABL Credit Agreement, the ABL Credit Agreement
Lenders or any of them, any ABL Bank Products Affiliates or any ABL Hedging Affiliates, under any ABL Document, whether for principal,
interest (including interest, fees and expenses which, but for the commencement of an Insolvency Proceeding with respect to such
ABL Credit Party, would have accrued on any ABL Obligation, whether or not a claim is allowed against such ABL Credit Party for
such interest, fees and expenses in the related Insolvency Proceeding), reimbursement of amounts drawn under letters of credit,
payments for early termination of Hedging Agreements, fees, expenses, indemnification or otherwise, and all other amounts owing
or due under the terms of the ABL Documents, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time including all “Obligations” as defined in the ABL Credit Agreement.


 






     


     


    

 


“ABL Permitted
Access Right” shall have the meaning set forth in Section 3.7(a).


 





“ABL Priority
Collateral” shall mean all of each and every ABL Credit Party’s right, title, and interest in and to the following
types of property of such ABL Credit Party, wherever located and whether now owned by such ABL Credit Party or hereafter acquired
(including, for the avoidance of doubt, any such assets that, but for the application of Section 552 of the Bankruptcy Code,
would constitute ABL Priority Collateral):


 


(1)            all
Accounts, Payment Intangibles, all interest, fees, late charges, penalties, collection fees, and other amounts due or to become
due or otherwise payable in connection with any Account or Payment Intangible, and all other rights to payment (in each case other
than identifiable Proceeds of Term Loan Priority Collateral);


 


(2)            (x) all
Deposit Accounts and Money and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein
and (y) all Securities, Security Entitlements, and Securities Accounts, in each case, to the extent constituting cash or Cash
Equivalents or representing a claim to Cash Equivalents, in each case other than (i) the Term Loan Priority Account and all
cash, checks and other property held therein or credited thereto, (ii) Capital Stock of the Company and its direct and indirect
Subsidiaries and (iii) the Liquidity Account (as defined in the Term Loan Credit Agreement) to the extent that the Liquidity
Account contains funds deposited therein on or about January 1, 2021 not in excess of $5,000,000 and (iv) identifiable
Proceeds of Term Loan Priority Collateral;


 


(3)            all
Inventory;


 


(4)            to
the extent involving or governing any of the items referred to in the preceding clauses (1) through (3), all Chattel Paper
(including Tangible Chattel Paper and Electronic Chattel Paper), all Documents, General Intangibles (including data processing
software and excluding Intellectual Property and Capital Stock of the Company and its direct and indirect Subsidiaries), Instruments
(including Promissory Notes), Intercompany Loans, Letter of Credit Rights and Commercial Tort Claims, provided that
to the extent any of the foregoing also relates to Term Loan Priority Collateral, only that portion related to the items referred
to in the preceding clauses (1) through (3) shall be included in the ABL Priority Collateral;


 


(5)            to
the extent evidencing or governing any of the items referred to in the preceding clauses (1) through (4), all Supporting Obligations;
provided that to the extent any of the foregoing also relates to Term Loan Priority Collateral only that portion related
to the items referred to in the preceding clauses (1) through (5) shall be included in the ABL Priority Collateral;


 


(6)            all
books and Records relating to the foregoing (including all books, databases, customer lists, and Records, whether tangible or electronic,
which contain any information relating to any of the foregoing); and


 


(7)            all
collateral security and guarantees with respect to any of the foregoing and all cash, Money, instruments, securities (other
than Capital Stock of the Company and its direct and indirect Subsidiaries), financial assets, Investment Property
(other than Capital Stock of the Company and its direct and indirect Subsidiaries), insurance proceeds (including proceeds of
business interruption insurance) and deposit accounts directly received as Proceeds of any ABL Priority Collateral
described in the preceding clauses (1) through (5) (such Proceeds, “ABL Priority Proceeds”); provided, however,
that no Proceeds of ABL Priority Proceeds will constitute ABL Priority Collateral unless such Proceeds of ABL Priority
Proceeds would otherwise constitute ABL Priority Collateral.


 






     


     


    

 


For the avoidance of
doubt, under no circumstances shall Excluded Assets (as defined in the next succeeding sentence) be ABL Priority Collateral. As
used in this definition of “ABL Priority Collateral,” the term “Excluded Assets” shall have
the meaning provided in the ABL Credit Agreement or in the ABL Collateral Documents relating thereto.


 


“ABL Priority
Proceeds” shall have the meaning set forth in the definition of ABL Priority Collateral of this Agreement.


 


“ABL Recovery”
shall have the meaning set forth in Section 5.3(a).


 


“ABL Secured
Parties” shall mean the ABL Agent and all ABL Credit Agreement Lenders, all ABL Bank Products Affiliates and all ABL
Hedging Affiliates, and all successors, assigns, transferees and replacements thereof, as well as any Person designated as a “Secured
Party” under any ABL Credit Agreement.


 






     


     


    

 



 


“Additional
Specified Term Indebtedness” shall mean any Indebtedness that is or may from time to time be incurred by any Credit Party
in compliance with:


 


(a)            prior
to the Discharge of ABL Obligations, Section 6.1 of the ABL Credit Agreement;


 


(b)            prior
to the Discharge of Term Loan Obligations, Section 6.1 of the Original Term Loan Credit Agreement (if the Original
Term Loan Credit Agreement is then in effect) or the corresponding negative covenant restricting Indebtedness contained in any
other Term Loan Credit Agreement then in effect if the Original Term Loan Credit Agreement is not then in effect (which covenant
is designated in such Term Loan Credit Agreement as applicable for purposes of this definition); and


 


(c)            prior
to the Discharge of Additional Term Obligations, any negative covenant restricting Indebtedness contained in any Additional Term
Credit Facility then in effect (which covenant is designated in such Additional Term Credit Facility as applicable for purposes
of this definition).


 


As used in this
definition of “Additional Specified Term Indebtedness”, the term “Indebtedness” shall have the
meaning set forth (x) for purposes of the preceding clause (a), prior to the Discharge of ABL Obligations, in the ABL
Credit Agreement, (y) for purposes of the preceding clause (b), prior to the Discharge of Term Loan Obligations, in the
Original Term Loan Credit Agreement (if the Original Term Loan Credit Agreement is then in effect), or in any other Term Loan
Credit Agreement then in effect (if the Original Term Loan Credit Agreement is not then in effect), and (z) for purposes
of the preceding clause (c), prior to the Discharge of Additional Term Obligations, in the applicable Additional Term Credit
Facility then in effect. In the event that any Indebtedness as defined in any such Credit Document shall not be Indebtedness
as defined in any other such Credit Document, but is or may be incurred in compliance with such other Credit Document, such
Indebtedness shall constitute Additional Specified Term Indebtedness for the purposes of such other Credit Document.


 


“Additional
Term Agent” shall mean any one or more administrative agents, collateral agents, security agents, trustees or other representatives
for or of any one or more Additional Term Secured Parties, and shall include any successor thereto, as well as any Person designated
as an “Agent” under any Additional Term Credit Facility.


 


“Additional
Term Bank Products Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with an Additional
Term Credit Party with the obligations of such Additional Term Credit Party thereunder being secured by one or more Additional
Term Collateral Documents, (b) was an Additional Term Agent or an Additional Term Credit Facility Lender or an Affiliate of
an Additional Term Credit Facility Lender at the time of entry into such Bank Products Agreement, or at the time of the designation
referred to in the following clause (c), and (c) has been designated by the Company in accordance with the terms of one or
more Additional Term Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement, be at any
time a Bank Products Affiliate hereunder with respect to more than one Credit Facility).


 






     


     


    

 


“Additional
Term Bank Products Provider” shall mean any Person (other than an Additional Term Bank Products Affiliate) that has entered
into a Bank Products Agreement with an Additional Term Credit Party with the obligations of such Additional Term Credit Party thereunder
being secured by one or more Additional Term Collateral Documents, as designated by the Company in accordance with the terms of
one or more Additional Term Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement, be
at any time a Bank Products Provider hereunder with respect to more than one Credit Facility).


 


“Additional
Term Loan Borrower” shall mean any Additional Term Credit Party that incurs of issues Additional Term Indebtedness under
any Additional Term Credit Facility, together with its successors and assigns.


 


“Additional
Term Collateral Documents” shall mean all “Security Documents” as defined in any Additional Term Credit
Facility, and in any event shall include all security agreements, mortgages, deeds of trust, pledges and other collateral documents
executed and delivered in connection with any Additional Term Credit Facility, and any other agreement, document or instrument
pursuant to which a Lien is granted securing any Additional Term Obligations or under which rights or remedies with respect to
such Liens are governed, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Additional
Term Credit Facilities” shall mean (a) any one or more agreements, instruments and documents under which any
Additional Term Indebtedness is or may be incurred, including any credit agreements, loan agreements, indentures, guarantees
or other financing agreements, in each case as the same may be amended, supplemented, waived or otherwise modified from time
to time, together with (b) if designated by the Company, any other agreement extending the maturity of, consolidating,
restructuring, refunding, replacing or refinancing all or any portion of the Additional Term Obligations, whether by the same
or any other lender, debtholder or other creditor or group of lenders, debtholders or other creditors, or the same or any
other agent, trustee or representative therefor, or otherwise, and whether or not increasing the amount of any Indebtedness
that may be incurred thereunder.


 


“Additional
Term Credit Facility Lenders” shall mean one or more holders of Additional Term Indebtedness (or commitments therefor)
that is or may be incurred under one or more Additional Term Credit Facilities, together with their successors, assigns and transferees,
as well as any Person designated as an “Additional Term Credit Facility Lender” under any Additional Term Credit Facility.


 


“Additional
Term Credit Party” shall mean the Company, Holdings (so long as it is a guarantor under any of the Additional Term Guarantees),
each direct or indirect Subsidiary of the Company or any of its Affiliates that is or becomes a party to any Additional Term Document,
and any other Person who becomes a guarantor under any of the Additional Term Guarantees, in each case unless and until released
from its guarantee obligations.


 






     


     


    

 


“Additional
Term Documents” shall mean any Additional Term Credit Facilities, any Additional Term Guarantees, any Additional Term
Collateral Documents, any Bank Products Agreements between any Credit Party and any Additional Term Bank Products Affiliate or
Additional Term Bank Products Provider, any Hedging Agreements between any Credit Party and any Additional Term Hedging Affiliate
or Additional Term Hedging Provider, those other ancillary agreements as to which any Additional Term Secured Party is a party
or a beneficiary and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf
of any Credit Party or any of its respective Subsidiaries or Affiliates, and delivered to any Additional Term Agent, in connection
with any of the foregoing or any Additional Term Credit Facility, including any intercreditor or joinder agreement among any of
the Additional Term Secured Parties or among any of the Term Loan Secured Parties and Additional Term Secured Parties, in each
case as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Additional
Term Effective Date” shall have the meaning set forth in Section 7.11(b).


 


“Additional
Term Guarantees” shall mean any one or more guarantees of any Additional Term Obligations of any Additional Term Credit
Party by any other Additional Term Credit Party in favor of any Additional Term Secured Party, in each case as the same may be
amended, supplemented, waived or otherwise modified from time to time.


 


“Additional
Term Hedging Affiliate” shall mean any Person who (a) has entered into a Hedging Agreement with an Additional
Term Credit Party with the obligations of such Additional Term Credit Party thereunder being secured by one or more
Additional Term Collateral Documents, (b) was an Additional Term Agent or an Additional Term Credit Facility Lender or
an Affiliate of an Additional Term Credit Facility Lender at the time of entry into such Hedging Agreement, or at the time of
the designation referred to in the following clause (c), and (c) has been designated by the Company in accordance with
the terms of one or more Additional Term Collateral Documents (provided that no Person shall, with respect to any Hedging
Agreement, be at any time a Hedging Affiliate hereunder with respect to more than one Credit Facility).


 


“Additional
Term Hedging Provider” shall mean any Person (other than an Additional Term Hedging Affiliate) that has entered into
a Hedging Agreement with an Additional Term Credit Party with the obligations of such Additional Term Credit Party thereunder being
secured by one or more Additional Term Collateral Documents, as designated by the Company in accordance with the terms of one or
more Additional Term Collateral Documents (provided that no Person shall, with respect to any Hedging Agreement, be at any time
a Hedging Provider hereunder with respect to more than one Credit Facility).


 


“Additional
Term Indebtedness” shall mean any Additional Specified Term Indebtedness that (1) is secured by a Lien on Collateral
and is permitted to be so secured by


 


(a)            prior
to the Discharge of ABL Obligations, Section 6.2 of the ABL Credit Agreement;


 






     


     


    

 


(b)            prior
to the Discharge of Term Loan Obligations, Section 6.2 of the Original Term Loan Credit Agreement (if the Original
Term Loan Credit Agreement is then in effect) or the corresponding negative covenant restricting Liens contained in any other Term
Loan Credit Agreement then in effect if the Original Term Loan Credit Agreement is not then in effect (which covenant is designated
in such Term Loan Credit Agreement as applicable for purposes of this definition); and


 


(c)            prior
to the Discharge of Additional Term Obligations, any negative covenant restricting Liens contained in any applicable Additional
Term Credit Facility then in effect (which covenant is designated in such Additional Term Credit Facility as applicable for purposes
of this definition); and


 


(2) is designated
as “Additional Term Indebtedness” by the Company pursuant to an Additional Term Indebtedness Designation and
in compliance with the procedures set forth in Section 7.11.


 


As used in this definition
of “Additional Term Indebtedness”, the term “Lien” shall have the meaning set forth (x) for purposes
of the preceding clause (1)(a), prior to the Discharge of ABL Obligations, in the ABL Credit Agreement, (y) for purposes of
the preceding clause (1)(b), prior to the Discharge of Term Loan Obligations, in the Original Term Loan Credit Agreement (if the
Original Term Loan Credit Agreement is then in effect), or in any other Term Loan Credit Agreement then in effect (if the Original
Term Loan Credit Agreement is not then in effect), and (z) for purposes of the preceding clause (1)(c), prior to the Discharge
of Additional Term Obligations, in the applicable Additional Term Credit Facility then in effect.


 


“Additional
Term Indebtedness Designation” shall mean a certificate of the Company with respect to Additional Term Indebtedness substantially
in the form of Exhibit A attached hereto.





 


“Additional
Term Indebtedness Joinder” shall mean a joinder agreement executed by one or more Additional Term Agents in respect of
the Additional Term Indebtedness subject to an Additional Term Indebtedness Designation, on behalf of one or more Additional Term
Secured Parties in respect of such Additional Term Indebtedness, substantially in the form of Exhibit B attached hereto.


 


“Additional
Term Obligations” shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind,
nature and description, whether now existing or hereafter arising, whether arising before, during or after the commencement of
any case with respect to any Additional Term Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by
each Additional Term Credit Party from time to time to any Additional Term Agent, any Additional Term Secured Parties or any of
them, including any Additional Term Bank Products Affiliates, Additional Term Hedging Affiliates, Additional Term Bank Products
Provider or Additional Term Hedging Provider, under any Additional Term Document, whether for principal, interest (including interest,
fees and expenses which, but for the commencement of an Insolvency Proceeding with respect to such Additional Term Credit Party,
would have accrued on any Additional Term Obligation, whether or not a claim is allowed against such Additional Term Credit Party
for such interest, fees and expenses in the related Insolvency Proceeding), reimbursement of amounts drawn under letters of credit,
payments for early termination of Hedging Agreements, fees, expenses, indemnification or otherwise, and all other amounts owing
or due under the terms of the Additional Term Documents, as amended, restated, modified, renewed, refunded, replaced or refinanced
in whole or in part from time to time.


 






     


     


    

 


“Additional
Term Recovery” shall have the meaning set forth in Section 5.3(d).


 


“Additional
Term Secured Parties” shall mean all Additional Term Agents, all Additional Term Credit Facility Lenders, all Additional
Term Bank Products Affiliates, all Additional Term Bank Products Providers, all Additional Term Hedging Affiliates, all Additional
Term Hedging Providers and all successors, assigns, transferees and replacements thereof, as well as any Person designated as a
 “Secured Party” under any Additional Term Credit Facility; and with respect to any Additional Term Agent shall mean
the Additional Term Secured Parties represented by such Additional Term Agent.


 


“Affiliate”
shall mean with respect to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is
under common control with, such Person. For purposes of this definition, “control” of a Person shall mean the power,
directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of
directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract
or otherwise.


 


“Agreement”
shall mean this Intercreditor Agreement, as the same may be amended, restated, supplemented, waived or otherwise modified from
time to time pursuant to the terms hereof.


 





“Agent”
shall mean the ABL Agent, the Term Loan Agent and any Additional Term Agent, as applicable.


 


“Bank Products
Affiliate” shall mean any ABL Bank Products Affiliate, any Term Loan Bank Products Affiliate, or any Additional Term
Bank Products Affiliate, as applicable.


 


“Bank Products
Agreement” shall mean any agreement pursuant to which a bank or other financial institution or other Person agrees to
provide (a) treasury services, (b) credit card, debit card, merchant card, purchasing card, stored value
card, non-card electronic payable or other similar services (including the processing of payments and other administrative services
with respect thereto), (c) cash management or related services (including controlled disbursements, automated clearinghouse
transactions, return items, netting, overdrafts, depository, lockbox, stop payment, electronic funds transfer, information reporting,
wire transfer and interstate depository network services) and (d) other banking, financial or treasury products or
services as may be requested by any Credit Party (other than letters of credit and other than loans and advances except Indebtedness
arising from services described in items (a) through (c) of this definition), including, for the avoidance of doubt,
bank guarantees.


 


“Bank Products
Provider” shall mean any Term Loan Bank Products Provider, any ABL Bank Products Provider or any Additional Term Bank
Products Provider, as applicable.


 






     


     


    

 


“Bankruptcy
Code” shall mean title 11 of the United States Code.


 


“Bankruptcy
Law” shall mean the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit
of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United
States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Borrower”
shall mean any of the ABL Borrower, the Term Loan Borrower and any Additional Term Loan Borrower.


 


“Business Day”
shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or
required by law to close.


 


“Capitalized
Lease Obligation” shall mean an obligation that is required to be classified and accounted for as a capitalized lease
for financial reporting purposes in accordance with generally accepted accounting principles as in effect in the United States.


 


“Capital Stock”
shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation,
any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase
any of the foregoing.


 


“Cash Collateral”
shall mean any Collateral consisting of Money or Cash Equivalents, any Security Entitlement and any Financial Assets.


 





“Cash
Equivalents” shall mean any of the following: (i) marketable securities or any other evidence of Indebtedness
(a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government
or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of
the United States, in each case, maturing within one year after such date; (ii) marketable direct obligations issued
by any state of the United States of America, or any political subdivision of any such state or any public instrumentality thereof,
in each case, maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least
A-2 from S&P or at least P-2 from Moody’s; (iii) commercial paper maturing no more than one year
from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-2 from S&P
or at least P-2 from Moody’s; (iv) certificates of deposit, Dollar-denominated time deposits, overnight
bank deposits or bankers’ acceptances (or, in the case of Foreign Subsidiaries, the foreign equivalent) maturing within one
year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States
of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized”
(as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined
in such regulations) of not less than $500.0 million or Dollar Equivalent (or, in the case of Foreign Subsidiaries, any local
office of any commercial bank organized under the law of the relevant jurisdiction or any political subdivision thereof which has
combined capital and surplus and undivided profits in excess of the Dollar Equivalent of $500.0 million); (v) repurchase
obligations for underlying securities of the types described in clauses (i) through (iv) above; and (vi) shares
of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of
investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $250.0 million
or Dollar Equivalent, and (c) has one of the two highest ratings obtainable from either S&P or Moody’s.


 






     


     


    

 


“Cash Management
Services” shall mean (1) commercial credit cards, merchant card services, purchase or debit cards, including
non-card e-payables services, (2) treasury management services (including controlled disbursement, overdraft, automatic
clearing house fund transfer services, return items and interstate depository network services), (3) foreign exchange,
netting and currency management services and (4) any other demand deposit or operating account relationships or other
cash management services, including under any Bank Products Agreements.


 


“Cash Proceeds
Notice” shall mean a written notice delivered by the ABL Agent or the Term Loan Collateral Representative, as applicable,
to the Term Loan Agent or an Additional Term Agent, as applicable, stating that certain identifiable cash proceeds which may be
deposited in a Deposit Account controlled by the Term Loan Agent or such Additional Term Agent, as applicable, constitute ABL
Priority Collateral (in the case of a notice by the ABL Agent) or Term Loan Priority Collateral (in the case of a notice by the
Term Loan Collateral Representative) and reasonably identifying the amount of such proceeds and specifying the origin thereof.


 


“Collateral”
shall mean all Property now owned or hereafter acquired by any Borrower or any Guarantor in or upon which a Lien is granted
or purported to be granted to the ABL Agent, the Term Loan Agent or any Additional Term Agent under any of the ABL Collateral
Documents, the Term Loan Collateral Documents or the Additional Term Collateral Documents, together with all rents, issues,
profits, products, and Proceeds thereof to the extent a Lien is granted or purported to be granted therein to the applicable
Agent by such applicable documents.


 


“Company”
shall mean Lannett Company, Inc., a Delaware limited liability company, and any successor in interest thereto.


 


“Conforming
Plan of Reorganization” means any Plan of Reorganization whose provisions are consistent with the provisions of this
Agreement.


 


“Control Collateral”
shall mean any Collateral consisting of any certificated Security, Investment Property, Deposit Account, Instruments,
Chattel Paper and any other Collateral as to which a Lien may be perfected through possession or control by the secured party,
or any agent therefor.


 


“Copyrights”
shall mean with respect to any Credit Party, all of such Credit Party’s right, title, and interest in and to the following:
(a) all U.S. copyrights, rights and interests in such copyrights, works protectable by copyright, copyright registrations,
and applications to register copyright; (b) all renewals of any of the foregoing; (c) all income, royalties, damages,
and payments now or hereafter due and/or payable under any of the foregoing, including damages or payments for past or future infringements
for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all
rights corresponding to any of the foregoing.


 






     


     


    

 


“Credit Documents”
shall mean the ABL Documents, the Term Loan Documents and any Additional Term Documents.


 


“Credit Facility”
shall mean the ABL Credit Agreement, the Term Loan Credit Agreement or any Additional Term Credit Facility, as applicable.


 


“Credit Parties”
shall mean the ABL Credit Parties, the Term Loan Credit Parties and any Additional Term Credit Parties.


 


“Designated
Agent” shall mean any Additional Term Agent or any Term Loan Agent under any Term Loan Credit Agreement other than the
Original Term Loan Credit Agreement, in each case that the Company designates as a Designated Agent (as confirmed in writing by
such Agent if such designation is made subsequent to the joinder of such Agent to this Agreement), as and to the extent so designated.
Such designation may be for all purposes under this Agreement, or may be for one or more specified purposes thereunder or provisions
thereof.


 


“Discharge of
ABL Obligations” shall mean:


 


(a) the
payment in full in cash of the applicable ABL Obligations that are outstanding and unpaid at the time all Indebtedness under
the applicable ABL Credit Agreement is paid in full in cash, (i) including (if applicable) (A) with respect to
amounts available to be drawn under outstanding letters of credit issued thereunder at such time (or indemnities or other
undertakings issued pursuant thereto in respect of outstanding letters of credit at such time), delivery or provision of cash
or backstop letters of credit in respect thereof in compliance with the terms of any such ABL Credit Agreement (which shall
not exceed an amount equal to 105% of the aggregate undrawn amount of such letters of credit), (B) the provision of Cash
Management Collateralization (as such term is defined in the ABL Credit Agreement) with respect to any Cash Management
Obligations (as such term is defined in the ABL Credit Agreement), and (C) with respect to Hedging Obligations (as such
term is defined in the ABL Credit Agreement), the provision of cash collateral with respect thereto, to the extent required
pursuant to the terms of the ABL Credit Agreement, but (ii) excluding unasserted contingent indemnification obligations
under the applicable ABL Credit Agreement at such time; and


 


(b) the termination
of all then outstanding commitments to extend credit under the ABL Documents at such time.


 


“Discharge of
Additional Term Obligations” shall mean if any Indebtedness shall at any time have been incurred under any Additional
Term Credit Facility, with respect to each Additional Term Credit Facility:


 


(a) the payment
in full in cash of the applicable Additional Term Obligations that are outstanding and unpaid at the time all Additional Term Indebtedness
under such Additional Term Credit Facility is paid in full in cash, excluding unasserted contingent indemnification or other obligations
under the applicable Additional Term Credit Facility at such time; and


 






     


     


    

 


(b) the termination
of all then outstanding commitments to extend credit under the Additional Term Documents at such time.


 


“Discharge of
Term Loan Collateral Obligations” shall mean the Discharge of Term Loan Obligations and (if applicable) the Discharge
of Additional Term Obligations for each Additional Term Credit Facility.


 


“Discharge of
Term Loan Obligations” shall mean:


 


(a) the payment
in full in cash of the applicable Term Loan Obligations that are outstanding and unpaid at the time all Indebtedness under the
applicable Term Loan Credit Agreement is paid in full in cash, (i) including (if applicable) with respect to Cash Management
Obligations and Hedging Obligations (as such terms are defined in the Term Loan Credit Agreement), the provision of cash collateral
with respect thereto, on terms satisfactory to each applicable counterparty (or the making of other arrangements satisfactory
to the applicable counterparty) but (ii) excluding, for the avoidance of doubt, unasserted contingent indemnification or
other obligations under the applicable Term Loan Credit Agreement at such time; and


 


(b) the termination
of all then outstanding commitments to extend credit under the Term Loan Documents at such time.


 


“Disposition”
shall mean any sale, issuance, conveyance, transfer, lease or other disposition.





 


“Domestic Subsidiaries”
shall mean any Subsidiary of the Company that is not a Foreign Subsidiary.


 


“Event of Default”
shall mean an Event of Default under any ABL Credit Agreement, any Term Loan Credit Agreement or any Additional Term Credit Facility.


 


“Exercise Any
Secured Creditor Remedies” or “Exercise of Secured Creditor Remedies” shall mean:


 


(a)            the
taking of any action to enforce or realize upon any Lien, including the institution of any foreclosure proceedings or the noticing
of any public or private sale pursuant to Article 9 of the Uniform Commercial Code, or the taking of any action to enforce
any right or power to repossess, replevy, attach, garnish, levy upon or collect the Proceeds of any Lien;


 


(b)            the
exercise of any right or remedy provided to a secured creditor on account of a Lien under any of the Credit Documents, under applicable
law, by self-help repossession, by notification to account obligors of any Grantor, in an Insolvency Proceeding or otherwise, including
the election to retain any of the Collateral in satisfaction of a Lien;


 


(c)            the
taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshaling of, injunction
respecting or foreclosure on the Collateral or the Proceeds thereof;


 






     


     


    

 


(d)            the
appointment of a receiver, receiver and manager or interim receiver of all or part of the Collateral;


 


(e)            the
sale, lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other means
permissible under applicable law;


 


(f)            the
exercise of any other right of a secured creditor under Part 6 of Article 9 of the Uniform Commercial Code;


 


(g)            the
exercise of any voting rights relating to any Capital Stock included in the Collateral; and


 


(h)            the
delivery of any notice, claim or demand relating to the Collateral to any Person (including any securities intermediary, depository
bank or landlord) in possession or control of any Collateral,


 


provided
that (i) filing a proof of claim or statement of interest in any Insolvency Proceeding, (ii) the acceleration
of the ABL Obligations, the Term Loan Obligations or any Additional Term Obligations, (iii) the establishment of borrowing
base and/or availability reserves, collateral, Accounts or Inventory ineligibles, or other conditions for advances, (iv) the
changing of advance rates or advance sub-limits, (v) the imposition of a default rate or late fee, (vi) the collection
and application (including pursuant to “cash dominion” provisions) of Accounts or other monies deposited from time
to time in Commodity Accounts, Deposit Accounts or Securities Accounts, in each case, against the ABL Obligations pursuant to
the provisions of the ABL Documents (including the notification of account debtors, depositary institutions or any other Person
to deliver proceeds of ABL Priority Collateral to the ABL Agent), (vii) the cessation of lending pursuant to the provisions
of the ABL Documents, the Term Loan Documents or any applicable Additional Term Documents, including upon the occurrence of a
default on the existence of an over-advance, (viii) the consent by the ABL Agent to disposition by any Grantor of any of
the ABL Priority Collateral or the consent by the Term Loan Collateral Representative to disposition by any Grantor of any of
the Term Loan Priority Collateral or (ix) seeking adequate protection shall not be deemed to be an Exercise of Secured Creditor
Remedies.


 


“Financing Lease”
shall mean any lease of property, real or personal, the obligations of the lessee in respect of which are required to be capitalized
on a balance sheet of the lessee in accordance with generally accepted accounting principles as in effect in the United States.


 


“Foreign Subsidiary”
shall mean any Subsidiary of the Company which is organized and existing under the laws of any jurisdiction outside of the United
States of America or that is a Foreign Subsidiary Holdco. Any subsidiary of the Company which is organized and existing under the
laws of Puerto Rico or any other territory of the United States of America shall be a Foreign Subsidiary.


 


“Foreign Subsidiary
Holdco” shall mean any Subsidiary of the Company, so long as such Subsidiary has no material assets other than securities
or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and intellectual property relating to such Foreign
Subsidiaries (or Subsidiaries thereof) and/or other assets (including cash, Cash Equivalents or Temporary Cash Investments) relating
to an ownership interest in any such securities, Indebtedness, intellectual property or Subsidiaries.


 






     


     


    

 


“General Intangibles”
shall mean all “general intangibles” as such term is defined in the Uniform Commercial Code including with respect
to any Credit Party, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Credit
Party is a party or under which such Credit Party has any right, title or interest or to which such Credit Party or any property
of such Credit Party is subject, as the same may from time to time be amended, supplemented, waived or otherwise modified from
time to time.


 


“Governmental
Authority” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the European
Union.


 


“Grantor”
shall mean any Grantor as defined in the ABL Collateral Documents or in the Term Loan Collateral Documents, as the context requires.


 


“Guarantor”
shall mean any of the ABL Guarantors, the Term Loan Guarantors and any Additional Guarantors.


 





“Hedging Affiliate”
shall mean any ABL Hedging Affiliate, any Term Loan Hedging Affiliate or any Additional Term Hedging Affiliate, as applicable.


 


“Hedging
Agreement” shall mean any agreement with respect to any swap, spot, forward, future or derivative transaction
or option or similar agreement involving, or settled by reference to, one or more rates, currencies, foreign exchange, commodities,
equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing
risk or value or any similar transaction or any combination of these transactions, in each case, not entered into for speculative
purposes.


 


“Hedging Provider”
shall mean any Term Loan Hedging Provider, any ABL Hedging Provider or any Additional Term Hedging Provider, as applicable.


 


“Impairment”
shall have the meaning set forth in Section 2.1(e).


 


“Indebtedness”
shall mean, with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property (other than trade liabilities incurred in the ordinary course of business and payable in accordance
with customary practices), which purchase price is due more than one year after the date of placing such property in final service
or taking final delivery and title thereto, (b) any other indebtedness of such Person which is evidenced by a note, bond,
debenture or similar instrument, (c) all obligations of such Person under Financing Leases, (d) all obligations of such
Person in respect of letters of credit, bankers’ acceptances or other similar instruments issued or created for the account
of such Person, (e) all obligations of such Person in respect of interest rate protection agreements, interest rate futures,
interest rate options, interest rate caps and any other interest rate hedge arrangements, and (f) all indebtedness or obligations
of the types referred to in the preceding clauses (a) through (e) to the extent secured by any Lien on any property owned
by such Person even though such Person has not assumed or otherwise become liable for the payment thereof and (g) all guarantees
by such Person of Indebtedness of other Persons, to the extent so guaranteed by such Person.


 






     


     


    

 


“Insolvency
Proceeding” shall mean (a) any case, action or proceeding before any court or other governmental authority relating
to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any
general assignment for the benefit of creditors, composition, marshalling of assets for creditors or other similar arrangement
in respect of its creditors generally or any substantial portion of its creditors; in each case covered by clauses (a) and
(b) undertaken under United States Federal, State or foreign law, including the Bankruptcy Code or other applicable Bankruptcy
Law.


 


“Intellectual
Property” shall mean, with respect to any Credit Party, the collective reference to such Credit Party’s Copyrights,
Copyright Licenses, Patents, Patent Licenses, Trade Secrets, Trade Secret Licenses, Trademarks and Trademark Licenses.


 


“Intercompany
Loans” shall mean any amounts owing by any Grantor to the Company or any of its Subsidiaries, whether or not evidenced
by a promissory note.


 


“Intervening
ABL Secured Party” shall have the meaning set forth in Section 4.1(g).


 


“Intervening
Term Creditor” shall have the meaning set forth in Section 4.1(g).


 


“Inventory”
shall have the meaning assigned in the Uniform Commercial Code as of the date hereof.


 


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment for purposes of security, security deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Financing
Lease having substantially the same economic effect as any of the foregoing).


 


“Lien Priority”
shall mean, with respect to any Lien of the ABL Agent, the ABL Secured Parties, the Term Loan Agent, the Term Loan Secured Parties,
any Additional Term Agent or any Additional Term Secured Parties in the Collateral, the order of priority of such Lien as specified
in Section 2.1.


 


“Moody’s”
shall mean Moody’s Investor Service, Inc., and its successors.


 


“Non-Conforming
Plan of Reorganization” shall mean any Plan of Reorganization whose provisions are inconsistent with the provisions of
this Agreement, including any Plan of Reorganization that purports to re-order (whether by subordination, invalidation, or otherwise)
or otherwise disregard, in whole or part, the provisions of Article 2 (Lien Priorities), the provisions of Article 4
(Application of Proceeds) or the provisions of Article 6 (Insolvency Proceedings).


 






     


     


    

 


“Original Term
Loan Credit Agreement” shall mean that certain Credit and Guaranty Agreement dated as of November 25, 2015, by and
among the Term Loan Borrower, Alter Domus (US) LLC (as successor to Morgan Stanley Senior Funding, Inc.), as administrative
agent, the Term Loan Credit Agreement Lenders and the Term Loan Agent, as amended, restated, supplemented, waived or otherwise
modified from time to time.


 


“Party”
shall mean the ABL Agent, the Term Loan Agent or any Additional Term Agent, and “Parties” shall mean all of
the ABL Agent, the Term Loan Agent and any Additional Term Agent.


 


“Patent License”
shall mean any written agreement governed by the laws of any state of the United States to which a Credit Party is a party granting
to such Credit Party any right to make, use or sell any invention covered by a United States patent owned by any third party (including
any such rights that such Credit Party has the right to license) and all rights of any Credit Party under any such agreement.


 


“Patents”
shall mean all of the following which any Credit Party owns: (a) all letters patent of the United States and all
applications for letters patent of the United States, (b) all provisionals, reissues, extensions, continuations,
divisions, continuations in-part, reexaminations or revisions thereof, and the inventions disclosed or claimed therein,
including the right to make, use, import and/or sell the inventions disclosed or claimed therein, (c) all claims for,
and rights to sue for, past or future infringements of any of the foregoing and (d) all income, royalties, damages and
payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or
future infringement thereof.


 


“Payment Collateral”
shall mean all Accounts, Instruments, Chattel Paper, Letter-Of-Credit Rights, Deposit Accounts (other than the Term Loan Priority
Account), Securities Accounts, and Payment Intangibles, together with all Supporting Obligations, in each case composing a portion
of the Collateral.


 


“Person”
shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, Governmental Authority or other entity of whatever nature.


 


“Plan of Reorganization”
shall mean any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed
in or in connection with any Insolvency Proceeding.


 


“Pledged Securities”
shall have the meaning set forth in the ABL Collateral Documents or in the Term Loan Collateral Documents, as the context requires.


 


“Preferred Stock”
as applied to the Capital Stock of any corporation means Capital Stock of any class or classes (however designated) that by its
terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.


 






     


     


    

 


“Priority Collateral”
shall mean (a) with respect to the ABL Secured Parties, the ABL Priority Collateral, or (b) with respect to the Term
Loan Collateral Secured Parties, the Term Loan Priority Collateral.


 


“Proceeds”
shall mean (a) all “proceeds,” as such term is defined in Article 9 of the Uniform Commercial Code, with
respect to the Collateral, (b) whatever is recoverable or recovered when any Collateral is sold, exchanged, collected, or
disposed of, whether voluntarily or involuntarily and (c) in the case of Proceeds of Pledged Securities, all dividends or
other income from the Pledged Securities, collections thereon or distributions or payments with respect thereto.


 


“Property”
shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.


 


“Proposed DIP”
shall have the meaning set forth in Subsection 6.1(c)(i).


 


“Purchase Date”
shall have the meaning set forth in Section 3.8(a).


 


“Purchase Money
Indebtedness” shall mean any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or
improvement of property (real or personal) or assets, whether acquired through the direct acquisition of such property or assets
or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.


 


“Purchase Notice”
shall have the meaning set forth in Section 3.8(a).


 


“Purchase Option
Event” shall have the meaning set forth in Section 3.8(a).


 


“Purchasing
Creditors” shall have the meaning set forth in Section 3.8(a).


 


“Real Property”
shall mean any right, title or interest in and to real property, including any fee interest, leasehold interest, easement, or license
and any other right to use or occupy real property.


 


“Replacement
Agent” shall have the meaning set forth in Section 3.8(d).


 


“Requisite ABL
Holders” shall mean ABL Secured Parties holding, in the aggregate, in excess of 50% of the aggregate ABL Collateral Exposure
under the ABL Credit Agreement.


 


“Requisite Term
Holders” shall mean Term Loan Secured Parties and/or Additional Term Secured Parties holding, in the aggregate, in excess
of 50% of the aggregate principal amount of any loans included in the Term Loan Collateral Obligations (other than Term Loan Collateral
Obligations in respect of Bank Products Agreements or Hedging Agreements at any time and for so long as there are any outstanding
Term Loan Collateral Obligations in respect of the Term Loan Credit Agreement or any Additional Term Credit Facility); provided
that:


 






     


     


    

 


(a)            if
the matter being consented to or the action being taken by the Term Loan Collateral Representative is the subordination of Liens
to other Liens, the consent to DIP Financing, or the consent to a sale of all or substantially all of the Term Loan Priority Collateral
or (after the Discharge of ABL Obligations) all or substantially all of the Collateral, then “Requisite Term Holders”
shall mean those Term Loan Collateral Secured Parties necessary to validly consent to the requested action in accordance with the
applicable Term Loan Documents and Additional Term Documents,


 


(b)            except
as may be separately otherwise agreed in writing by and between or among each Additional Term Agent, on behalf of itself and
the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan
Secured Parties, if the matter being consented to or the action being taken by the Term Loan Collateral Representative will
affect the Term Loan Secured Parties in a manner different and materially adverse relative to the manner such matter or
action affects any Additional Term Secured Parties (except to the extent expressly set forth in this Agreement), then
 “Requisite Term Holders” shall mean (1) Additional Term Secured Parties and/or Term Loan Secured Parties
holding, in the aggregate, in excess of 50% of the aggregate principal amount of the Term Loan Collateral Obligations (other
than Term Loan Collateral Obligations in respect of Bank Products Agreements or Hedging Agreements at any time and for so
long as there are any outstanding Term Loan Collateral Obligations in respect of the Term Loan Credit Agreement or any
Additional Term Credit Facility) and (2) Term Loan Secured Parties holding, in the aggregate, in excess of 50% of the
aggregate principal amount of the Term Loan Obligations (other than Term Loan Obligations in respect of Bank Products
Agreements or Hedging Agreements at any time and for so long as there are any outstanding Term Loan Obligations in
respect of the Term Loan Credit Agreement), and


 


(c)            except
as may be separately otherwise agreed in writing by and between or among each Additional Term Agent, on behalf of itself and the
Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties,
if the matter being consented to or the action being taken by the Term Loan Collateral Representative will affect any Additional
Term Agent or the Additional Term Secured Parties represented thereby in a manner different and materially adverse relative to
the manner such matter or action affects the Term Loan Secured Parties or the other Additional Term Secured Parties (except to
the extent expressly set forth in this Agreement), then “Requisite Term Holders” shall mean (1) Additional Term
Secured Parties and/or Term Loan Secured Parties holding, in the aggregate, in excess of 50% of the aggregate principal amount
of the Term Loan Collateral Obligations (other than Term Loan Collateral Obligations in respect of Bank Products Agreements or
Hedging Agreements at any time and for so long as there are any outstanding Term Loan Collateral Obligations in respect of the
Term Loan Credit Agreement or any Additional Term Credit Facility) and (2) such Additional Term Agent and/or Additional Term
Secured Parties represented thereby holding, in the aggregate, in excess of 50% of the aggregate principal amount of the applicable
Additional Term Obligations (other than Additional Term Obligations in respect of Bank Products Agreements, Hedging Agreements
or Management Guarantees at any time and for so long as there are any outstanding Additional Term Obligations in respect of any
Additional Term Credit Facility).


 






     


     


    

 


“S&P”
shall mean Standard & Poor’s Financial Services LLC, a division of S&P Global, Inc., and its successors.


 


“Secured Parties”
shall mean the ABL Secured Parties, the Term Loan Secured Parties and the Additional Term Secured Parties.


 


“Series”
shall mean (a) with respect to the Term Loan Collateral Secured Parties, each of (i) the Term Loan Secured Parties (in
their capacities as such) and (ii) the Additional Term Secured Parties that become subject to this Agreement after the date
hereof that are represented by a common Additional Term Agent (in its capacity as such for such Additional Term Secured Parties),
(b) with respect to any Term Loan Collateral Obligations, each of (i) the Term Loan Obligations and (ii) the Additional
Term Obligations incurred pursuant to any Additional Term Credit Facility that is to be represented by a common Additional Term
Agent (in its capacity as such for such Additional Term Obligations), (c) with respect to the ABL Secured Parties, each of
the ABL Secured Parties (in their capacities as such) and (d) with respect to any ABL Obligations, each of the ABL Obligations.


 


“Subsidiary”
of any Person shall mean a corporation, partnership, limited liability company, or other entity (a) of which shares of
stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership, limited liability company or other entity are at the time owned by such Person, or
(b) the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both,
by such Person and, in the case of this clause (b), which is treated as a consolidated subsidiary for accounting
purposes.


 






     


     


    

 


“Temporary
Cash Investments” shall mean any of the following: (i) any investment in (x) direct obligations of the
United States of America, a member state of the European Union or any country in whose currency funds are being held pending
their application in the making of an investment or capital expenditure by the Company or a Subsidiary in that country or
with such funds, or any agency or instrumentality of any thereof, or obligations guaranteed by the United States of America
or a member state of the European Union or any country in whose currency funds are being held pending their application in
the making of an investment or capital expenditure by the Company or a Subsidiary in that country or with such funds, or any
agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct
obligations of any foreign country recognized by the United States of America rated at least “A” by S&P or
 “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating
of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization as
shall be approved by any Agent (other than any Designated Agent), in each case, in its reasonable judgment (or, if there is
no continuing Agent other than the Designated Agent, as designated by the Company)), (ii) overnight bank deposits, and
investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with
respect to foreign banks, similar instruments) maturing not more than one year after the date of acquisition thereof issued
by (x) any bank or other institutional lender under the ABL Credit Agreement, the Term Loan Credit Agreement or any
Additional Term Credit Facility or any affiliate thereof or (y) a bank or trust company that is organized under the laws
of the United States of America, any state thereof or any foreign country recognized by the United States of America having
capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long term
debt is rated at least “A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent
of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating
by any nationally recognized rating organization as shall be approved by any Agent (other than any Designated Agent), in each
case, in its reasonable judgment (or, if there is no continuing Agent other than any Designated Agent, as designated by the
Company) at the time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for
underlying securities or instruments of the types described in clause (i) or (ii) above entered into with a bank
meeting the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more
than 24 months after the date of acquisition, issued by a Person (other than that of the Company or any of its Subsidiaries),
with a rating at the time as of which any Investment therein is made of “P-2” (or higher) according to
Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by
such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally
recognized rating organization as shall be approved by any Agent (other than any Designated Agent), in each case, in its
reasonable judgment (or, if there is no continuing Agent other than any Designated Agent, as designated by the Company),
(v) Investments in securities maturing not more than 24 months after the date of acquisition issued or fully guaranteed
by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority
thereof, and rated at least “BBB-” by S&P or “Baa3” by Moody’s (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of
such rating by any nationally recognized rating organization as shall be approved by any Agent (other than any Designated
Agent), in each case, in its reasonable judgment (or, if there is no continuing Agent other than any Designated Agent, as
designated by the Company), (vi) Preferred Stock (other than of the Company or any of its Subsidiaries) having a rating
of “A” or higher by S&P or “A2” or higher by Moody’s (or, in either case, the equivalent of
such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by
any nationally recognized rating organization as shall be approved by any Agent (other than any Designated Agent), in each
case, in its reasonable judgment (or, if there is no continuing Agent other than any Designated Agent, as designated by the
Company), (vii) investment funds investing at least 90.0% of their assets in securities of the type described in clauses
(i)-(vi) above (which funds may also hold reasonable amounts of cash pending investment and/or distribution),
(viii) any money market deposit accounts issued or offered by a domestic commercial bank or a commercial bank organized
and located in a country recognized by the United States of America, in each case, having capital and surplus in excess of
$250.0 million (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk
limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940, as
amended, and (ix) similar investments approved by the board of directors of the Company in the ordinary course of
business.


 


“Term DIP Financing”
shall have the meaning set forth in Section 6.1(c)(i).


 






     


     


    

 


“Term Loan Agent”
shall mean Alter Domus (US) LLC (as successor to Morgan Stanley Senior Funding, Inc.), in its capacity as collateral agent
under the Original Term Loan Credit Agreement, together with its successors and assigns in such capacity from time to time, whether
under the Original Term Loan Credit Agreement or any subsequent Term Loan Credit Agreement, as well as any Person designated as
the “Agent” or “Collateral Agent” under any Term Loan Credit Agreement.


 


“Term Loan Bank
Products Affiliate” shall mean any Person who (a) has entered into a Bank Products Agreement with a Term Loan Credit
Party with the obligations of such Term Loan Credit Party thereunder being secured by one or more Term Loan Collateral Documents,
(b) was a Term Loan Agent, a Term Loan Credit Agreement Lender or an Affiliate of a Term Loan Credit Agreement Lender at the
time of entry into such Bank Products Agreement, or at the time of the designation referred to in the following clause (c), and
(c) has been designated by the Company in accordance with the terms of one or more Term Loan Collateral Documents (provided
that no Person shall, with respect to any Bank Products Agreement, be at any time a Bank Products Affiliate hereunder with respect
to more than one Credit Facility).


 


“Term Loan
Bank Products Provider” shall mean any Person (other than a Term Bank Products Affiliate) that has entered into a
Bank Products Agreement with a Term Loan Credit Party with the obligations of such Term Loan Credit Party thereunder being
secured by one or more Term Loan Collateral Documents, as designated by the Company in accordance with the terms of one or
more Term Loan Collateral Documents (provided that no Person shall, with respect to any Bank Products Agreement, be at any
time a Bank Products Provider hereunder with respect to more than one Credit Facility).


 


“Term Loan Borrower”
shall mean the Company, in its capacity as a borrower under the Term Loan Credit Agreement, together with its respective successors
and assigns.


 


“Term Loan Collateral
Documents” shall mean all “Collateral Documents” as defined in the Original Term Loan Credit Agreement,
and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection
with any Term Loan Credit Agreement, and any other agreement, document or instrument pursuant to which a Lien is granted securing
any Term Loan Obligations or under which rights or remedies with respect to such Liens are governed, in each case as the same may
be amended, supplemented, waived or modified from time to time.


 


“Term Loan Collateral
Intercreditor Agreement” shall mean an intercreditor agreement substantially in the Form of Exhibit M
to the Original Term Loan Credit Agreement as the same may be amended, supplemented, waived or otherwise modified from time to
time in accordance with the terms thereof.


 


“Term Loan Collateral
Obligations” shall mean the Term Loan Obligations and any Additional Term Obligations.


 






     


     


    

 


“Term Loan Collateral
Representative” shall mean the Term Loan Agent acting for the Term Loan Collateral Secured Parties, unless the principal
amount of Additional Term Obligations under any Additional Term Credit Facility exceeds the principal amount of Term Loan Obligations
under the Term Loan Credit Agreement, and in such case (unless otherwise agreed in writing between the Term Loan Agent and any
Additional Term Agent or after the Discharge of Term Loan Obligations, between any Additional Term Agents), the Additional Term
Agent under such Additional Term Credit Facility (or, if there is more than one such Additional Term Credit Facility, the Additional
Term Credit Facility under which the greatest principal amount of Additional Term Obligations is outstanding at the time) acting
for the Term Loan Collateral Secured Parties. In addition, in the event that any Additional Term Agent subordinates its security
interest in any Term Loan Priority Collateral to the security interest of the ABL Agent as permitted by Section 2.1(a)(4) and
(6) or which otherwise has an Impairment with respect to all or substantially all of the Term Loan Priority Collateral then
such Additional Term Agent shall not serve as Term Loan Collateral Representative (unless (x) the Discharge of Term Loan Obligations
has occurred and (y) either such Additional Term Agent is the only Additional Term Agent or each other Additional Term Agent
has similarly subordinated its security interest) and, in such event the Term Loan Collateral Representative will be selected as
if the disqualified Additional Term Agent and the Additional Term Obligations represented thereby did not exist.


 


“Term Loan Collateral
Secured Parties” shall mean the Term Loan Secured Parties and any Additional Term Secured Parties.


 


“Term Loan
Credit Agreement” shall mean (i) if the Original Term Loan Credit Agreement is then in effect, the Original
Term Loan Credit Agreement and (ii) thereafter, if designated by the Company, any other credit agreement, loan
agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of
any indebtedness or other financial accommodation that complies with clause (1) of the definition of “Additional
Term Indebtedness” and has been incurred to refund, refinance, restructure, replace, renew, repay, increase or extend
(whether in whole or in part and whether with the original agent and creditors or other agents and creditors or otherwise)
the indebtedness and other obligations outstanding under (x) the Original Term Loan Credit Agreement or (y) any
subsequent Term Loan Credit Agreement (in each case, as amended, restated, supplemented, waived or otherwise modified from
time to time); provided, that the requisite creditors party to such Term Loan Credit Agreement (or their agent or
other representative on their behalf) shall agree, by a joinder agreement substantially in the form of Exhibit C
attached hereto or otherwise in form and substance reasonably satisfactory to any Additional Term Agent (other than any
Designated Agent) (or, if there is no continuing Agent other than the Term Loan Agent and any Designated Agent, as designated
by the Company), that the obligations under such Term Loan Credit Agreement are subject to the terms and provisions of this
Agreement. Any reference to the Term Loan Credit Agreement shall be deemed a reference to any Term Loan Credit Agreement then
in existence.


 


“Term Loan Credit
Agreement Lenders” shall mean the lenders, debtholders and other creditors party from time to time to the Term Loan Credit
Agreement, together with their successors, assigns and transferees, as well as any Person designated as a “Term Loan Credit
Agreement Lender” under the Term Loan Credit Agreement.


 


“Term Loan Credit
Parties” shall mean the Term Loan Borrower, the Term Loan Guarantors and each other direct or indirect Subsidiary of
the Company or any of its Affiliates that is now or hereafter becomes a party to any Term Loan Document.


 






     


     


    

 


“Term Loan Documents”
shall mean the Term Loan Credit Agreement, the Term Loan Guarantees, the Term Loan Collateral Documents, any Bank Products Agreements
between any Term Loan Credit Party and any Term Loan Bank Products Affiliate or any Term Loan Bank Products Provider, any Hedging
Agreements between any Term Loan Credit Party and any Term Loan Hedging Affiliate or any Term Loan Hedging Provider and those other
ancillary agreements as to which the Term Loan Agent or any Term Loan Secured Party is a party or a beneficiary and all other agreements,
instruments, documents and certificates, now or hereafter executed by or on behalf of any Term Loan Credit Party or any of its
respective Subsidiaries or Affiliates, and delivered to the Term Loan Agent, in connection with any of the foregoing or any Term
Loan Credit Agreement, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Term Loan Guarantees”
shall mean that certain guarantee agreement dated as of the date hereof by the Term Loan Guarantors in favor of the Term Loan Agent,
and all other guarantees of any Term Loan Obligations of any Term Loan Credit Party by any other Term Loan Credit Party in favor
of any Term Loan Secured Party, in each case as amended, restated, supplemented, waived or otherwise modified from time to time.


 





“Term Loan Guarantors”
shall mean the collective reference to Holdings (so long as it is a guarantor under any of the Term Loan Guarantees), each of the
Company’s Domestic Subsidiaries that is a guarantor under any of the Term Loan Guarantees and any other Person who becomes
a guarantor under any of the Term Loan Guarantees, in each case unless and until released from its guarantee obligations.


 


“Term Loan Hedging
Affiliate” shall mean any Term Loan Credit Agreement Lender or any Affiliate of any Term Loan Credit Agreement Lender
who (a) has entered into a Hedging Agreement with a Term Loan Credit Party with the obligations of such Term Loan Credit Party
thereunder being secured by one or more Term Loan Collateral Documents, (b) was a Term Loan Agent, a Term Loan Credit Agreement
Lender or an Affiliate of a Term Loan Credit Agreement Lender at the time of entry into such Hedging Agreement, or on or prior
to March 31, 2021, or at the time of the designation referred to in the following clause (c), and (c) has been designated
by the Company in accordance with the terms of one or more Term Loan Collateral Documents (provided that no Person shall, with
respect to any Hedging Agreement, be at any time a Hedging Affiliate hereunder with respect to more than one Credit Facility).


 


“Term Loan Hedging
Provider” shall mean any Person (other than a Term Loan Hedging Affiliate) that has entered into a Hedging Agreement
with a Term Loan Credit Party with the obligations of such Term Loan Credit Party thereunder being secured by one or more Term
Loan Collateral Documents, as designated by the Company in accordance with the terms of one or more Term Loan Collateral Documents
(provided that no Person shall, with respect to any Hedging Agreement, be at any time a Hedging Provider hereunder with respect
to more than one Credit Facility).


 


“Term Loan Obligations”
shall mean any and all loans and all other obligations, liabilities and indebtedness of every kind, nature and description, whether
now existing or hereafter arising, whether arising before, during or after the commencement of any case with respect to any Term
Loan Credit Party under the Bankruptcy Code or any other Insolvency Proceeding, owing by each Term Loan Credit Party from time
to time to the Term Loan Agent, the “administrative agent” or “agent” under the Term Loan Credit Agreement,
the Term Loan Credit Agreement Lenders or any of them, any Term Loan Bank Products Affiliates, any Term Loan Hedging Affiliates,
any Term Loan Bank Products Providers or any Term Loan Hedging Providers under any Term Loan Document, whether for principal, interest
(including interest, fees and expenses which, but for the commencement of an Insolvency Proceeding with respect to such Term Loan
Credit Party, would have accrued on any Term Loan Obligation, whether or not a claim is allowed against such Term Loan Credit Party
for such interest, fees and expenses in the related Insolvency Proceeding), reimbursement for amounts drawn under letters of credit,
payments for early termination of Hedging Agreements, fees, expenses, indemnification or otherwise, and all other amounts owing
or due under the terms of the Term Loan Documents, as amended, restated, modified, renewed, refunded, replaced or refinanced in
whole or in part from time to time, including all “Obligations” as defined in the Original Term Loan Credit Agreement.


 






     


     


    

 



 


“Term Loan
Priority Account” means one or more deposit and/or securities accounts of the Grantors (identified to the ABL Agent
in writing by the Term Loan Agent from time to time) that (a) is subject to a blocked account agreement in favor of the
Term Loan Agent (who shall have first priority rights with respect to exercising control over such account) and
(b) solely contains identifiable Proceeds of any Term Loan Priority Collateral and any interest deposited therein.


 


“Term Loan Priority
Collateral Documents” shall mean the Term Loan Documents and any Additional Term Documents, as applicable.


 


“Term Loan Priority
Collateral” shall mean all Collateral, other than the ABL Priority Collateral, including all Real Property, Equipment, Intellectual
Property and Capital Stock of the Company and its direct or indirect Subsidiaries, collateral security and guarantees with respect
to any Term Loan Priority Collateral and all cash, Money, instruments, securities, financial assets and deposit accounts directly
received as identifiable Proceeds of any Term Loan Priority Collateral (such Proceeds, “Term Priority Proceeds”);
provided, however, no Proceeds of Term Priority Proceeds will constitute Term Loan Priority Collateral unless such Proceeds
of Term Priority Proceeds would otherwise constitute Term Loan Priority Collateral or are credited to any Term Loan Priority Account,
provided, further that under no circumstance shall Excluded Assets (as defined in the next succeeding sentence) be
Term Loan Priority Collateral. As used in this definition of “Term Loan Priority Collateral,” the term “Excluded
Assets” shall have the meaning provided (x) prior to the Discharge of Term Loan Obligations, in the Original Term
Loan Credit Agreement (if the Original Term Loan Credit Agreement is then in effect), or in any other Additional Term Credit Facility
then in effect (if the Original Term Loan Credit Agreement is not then in effect) or the Term Loan Collateral Documents relating
thereto, and (y) from and after the Discharge of Term Loan Obligations, in the applicable Additional Term Credit Facility
then in effect which is designated as applicable for the purposes of this definition or the Additional Term Collateral Documents
relating thereto.


 





“Term Loan Recovery”
shall have the meaning set forth in Section 5.3(b).


 


“Term Loan Secured
Parties” shall mean the Term Loan Agent, all Term Loan Credit Agreement Lenders, all Term Loan Bank Products Affiliates,
all Term Loan Bank Products Providers, all Term Loan Hedging Affiliates, all Term Loan Hedging Providers and all successors, assigns,
transferees and replacements thereof, as well as any Person designated as a “Term Loan Secured Party” or “Secured
Party” under any Term Loan Credit Agreement.


 






     


     


    

 





“Trade Secret
Licenses” shall mean, with respect to any Credit Party, all United States written license agreements of such Credit Party
providing for the grant by or to such Credit Party of any right under any United States trade secrets, including know how, processes,
formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing
thereunder or pertaining thereto, other than agreements with any Person who is an Affiliate or a Subsidiary of the Company or such
Credit Party, subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise
for sale, all Inventory now or hereafter covered by such licenses.


 


“Trade
Secrets” shall mean with respect to any Credit Party, all of such Credit Party’s right, title and interest in
and to all United States trade secrets, including know how, processes, formulae, compositions, designs, and confidential
business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto,
including (i) all income, royalties, damages and payments now or hereafter due and/or payable with respect thereto,
including payments under all licenses, non disclosure agreements and memoranda of understanding entered into in connection
therewith, and damages and payments for past or future misappropriations thereof, and (ii) the right to sue or otherwise
recover for past, present or future misappropriations thereof.


 


“Trademark License”
shall mean any written agreement governed by the laws of any state of the United States, now or hereafter in effect, to which a
Credit Party is a party granting to such Credit Party any right to use any United States trademark or name owned by any third party
(including any such rights that such Credit Party has the right to license).


 


“Trademarks”
shall mean all of the following which any Credit Party owns: (a) all trademarks, service marks, corporate names, company names,
business names, fictitious business names, trade dress, logos, other source or business identifiers and general intangibles of
like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording
applications filed in connection therewith, including registrations and registration applications in the United States Patent and
Trademark Office or any similar offices in any State of the United States (except for “intent-to-use” applications
for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051,
unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Lanham Act has
been filed and accepted, to the extent that, and solely during the period for which, any assignment of, or grant a security interest
in, an “intent-to-use” application prior to such filing and acceptance would violate the Lanham Act or impair the validity
or enforceability of, or render void or voidable or result in the cancellation of the applicable Credit Party’s right, title
or interest therein or any trademark or service mark registration that issues as a result of such application under applicable
federal law), and all renewals thereof, (b) all goodwill associated therewith or symbolized thereby, (c) all claims for,
and rights to sue for, past or future infringements of any of the foregoing and (d) all income, royalties, damages and payments
now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement
thereof.


 






     


     


    

 





“Uniform Commercial
Code” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York;
provided that to the extent that the Uniform Commercial Code is used to define any term in any security document and such
term is defined differently in differing Articles of the Uniform Commercial Code, the definition of such term contained in Article 9
shall govern; provided, further, that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection, publication or priority of, or remedies with respect to, Liens of any Party is governed by the Uniform
Commercial Code or foreign personal property security laws as enacted and in effect in a jurisdiction other than the State of New
York, the term “Uniform Commercial Code” will mean the Uniform Commercial Code or such foreign personal property
security laws as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.


 


Section 1.3 Rules of
Construction Unless the context of this Agreement clearly requires otherwise, references to the plural include the
singular, references to the singular include the plural, the term “including” is not limiting, and the term
 “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.”
The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in
this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section,
subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference
in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions,
modifications, renewals, replacements, restatements, substitutions, joinders, and supplements thereto and thereof, as
applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, restatements, substitutions, joinders, and supplements set forth herein). Any reference herein to any Person
shall be construed to include such Person’s successors and assigns. Any reference herein to the repayment in full of an
obligation shall mean the payment in full in cash of such obligation, or in such other manner as may be approved in writing
by the requisite holders or representatives in respect of such obligation.


 





ARTICLE 2


 


Lien Priority


 


Section 2.1 Agreement
to Subordinate (a) Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or
perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted
to the ABL Agent or the ABL Secured Parties in respect of all or any portion of the Collateral, or of any Liens granted to
the Term Loan Agent or the Term Loan Secured Parties in respect of all or any portion of the Collateral, or of any Liens
granted to any Additional Term Agent or any Additional Term Secured Parties in respect of all or any portion of the
Collateral, and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or
otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in
favor of the ABL Agent, the Term Loan Agent or any Additional Term Agent (or the ABL Secured Parties, the Term Loan Secured
Parties or any Additional Term Secured Parties) in any Collateral, (iii) any provision of the Uniform Commercial Code,
the Bankruptcy Code or any other applicable law, or of the ABL Documents, the Term Loan Documents or any Additional Term
Documents, (iv) whether the ABL Agent, the Term Loan Agent or any Additional Term Agent, in each case, either directly
or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any
such Liens in favor of the ABL Agent or the ABL Secured Parties, the Term Loan Agent or the Term Loan Secured Parties or any
Additional Term Agent or any Additional Term Secured Parties securing any of the ABL Obligations, the Term Loan Obligations
or any Additional Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit
Party other than the Term Loan Obligations or any Additional Term Obligations (in the case of the ABL Obligations) or the ABL
Obligations (in the case of the Term Loan Obligations or any Additional Term Obligations), respectively, or
(y) otherwise subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or
nature whatsoever, the ABL Agent, on behalf of itself and the ABL Secured Parties, the Term Loan Agent, on behalf of itself
and the Term Loan Secured Parties, and any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties
represented thereby, hereby agree that:


 






     


     


    

 





(1)            any
Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the Term Loan Agent
or any Term Loan Secured Parties that secures all or any portion of the Term Loan Obligations, and any Lien in respect of all or
any portion of the ABL Priority Collateral now or hereafter held by or on behalf of any Additional Term Agent or any Additional
Term Secured Party that secures all or any portion of the Additional Term Obligations, shall in all respects be junior and subordinate
to all Liens granted to the ABL Agent and the ABL Secured Parties in the ABL Priority Collateral to secure all or any portion of
the ABL Obligations;


 


(2)            any
Lien in respect of all or any portion of the ABL Priority Collateral now or hereafter held by or on behalf of the ABL Agent or
any ABL Secured Party that secures all or any portion of the ABL Obligations shall in all respects be senior and prior to all Liens
granted to the Term Loan Agent or any Term Loan Secured Party in the ABL Priority Collateral to secure all or any portion of the
Term Loan Obligations, and all Liens granted to any Additional Term Agent or any Additional Term Secured Parties in the ABL Priority
Collateral to secure all or any portion of the Additional Term Obligations;


 


(3)            any
Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the ABL Agent
or any ABL Secured Party that secures all or any portion of the ABL Obligations, shall in all respects be junior and subordinate
to all Liens granted to the Term Loan Agent and the Term Loan Secured Parties in the Term Loan Priority Collateral to secure all
or any portion of the Term Loan Obligations;


 


(4)            any
Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the ABL Agent
or any ABL Secured Party that secures all or any portion of the ABL Obligations, shall in all respects be junior and subordinate
to all Liens granted to any Additional Term Agent or any Additional Term Secured Parties in the Term Loan Priority Collateral to
secure all or any portion of any Additional Term Obligations (except as may be separately otherwise agreed in writing by and between
such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent,
on behalf of itself and the ABL Secured Parties);


 


(5)            any
Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of the Term
Loan Agent or any Term Loan Secured Party that secures all or any portion of the Term Loan Obligations shall in all respects
be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in the Term Loan Priority
Collateral to secure all or any portion of the ABL Obligations;


 






     


     


    

 





(6)            any
Lien in respect of all or any portion of the Term Loan Priority Collateral now or hereafter held by or on behalf of any Additional
Term Agent or any Additional Term Secured Party that secures all or any portion of the Additional Term Obligations shall in all
respects be senior and prior to all Liens granted to the ABL Agent or any ABL Secured Party in the Term Loan Priority Collateral
to secure all or any portion of the ABL Obligations (except as may be separately otherwise agreed in writing by and between such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf
of itself and the ABL Secured Parties);


 


(7)            any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Additional Term Agent or
any Additional Term Secured Party that secures all or any portion of the Additional Term Obligations shall in all respects be
pari passu and equal in priority with any Lien in respect of all or any portion of the Collateral now or hereafter held
by or on behalf of the Term Loan Agent or any Term Loan Secured Party that secures all or any portion of the Term Loan Obligations
(except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the
Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties);
provided, however, that notwithstanding the foregoing, if any Additional Term Agent and any Additional Term Secured
Party subordinates itself to any of the ABL Agent or the ABL Secured Parties with respect to any Term Loan Priority Collateral
in a separate writing as permitted by paragraphs (4) and (6) of this Section 2.1(a) then such Additional
Term Agent and Additional Term Secured Parties shall not be pari passu with the Term Loan Agent and Term Loan Secured Parties
with respect to any Term Loan Priority Collateral so subordinated but rather shall be junior and subordinate to the Term Loan
Agent and Term Loan Secured Parties with respect to such Term Loan Priority Collateral; and


 


(8)            any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Additional Term Agent or
any Additional Term Secured Party that secures all or any portion of the Additional Term Obligations shall in all respects be pari
passu and equal in priority with any Lien in respect of all or any portion of the Collateral now or hereafter held by or
on behalf of any other Additional Term Agent or any Additional Term Secured Party represented by such other Additional Term
Agent that secures all or any portion of the Additional Term Obligations (except as may be separately otherwise agreed in
writing by and between such Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties
represented thereby); provided, however, that notwithstanding the foregoing, if any Additional Term Agent and
any Additional Term Secured Party subordinates itself to any of the ABL Agent or the ABL Secured Parties with respect to any
Term Loan Priority Collateral in a separate writing as permitted by paragraphs (4) and (6) of this Section 2.1(a) then
such Additional Term Agent and Additional Term Secured Parties shall not be pari passu with the other Additional Term Agent
and the other Additional Term Secured Parties with respect to any Term Loan Priority Collateral so subordinated but rather
shall be junior and subordinate to the other Additional Term Agent and the other Additional Term Secured Parties with respect
to such Term Loan Priority Collateral.


 






     


     


    

 


(b)            Notwithstanding
any failure by any ABL Secured Party, Term Loan Secured Party or Additional Term Secured Party to perfect its security interests
in the Collateral or any avoidance, invalidation, priming or subordination by any third party or court of competent jurisdiction
(including in any Insolvency Proceeding) of the security interests in the Collateral granted to the ABL Secured Parties, the Term
Loan Secured Parties or any Additional Term Secured Parties:


 


(1)            the
priority and rights as between the ABL Secured Parties, on the one hand, and the Term Loan Secured Parties, on the other hand,
with respect to the Collateral shall be as set forth herein;


 


(2)            the
priority and rights as between the ABL Secured Parties, on the one hand, and any Additional Term Secured Parties, on the other
hand, with respect to the Collateral shall be as set forth herein (except as may be separately otherwise agreed in writing by and
between any applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby,
and the ABL Agent, on behalf of itself and the ABL Secured Parties);


 


(3)            the
priority and rights as between the Term Loan Secured Parties, on the one hand, and any Additional Term Secured Parties, on the
other hand, with respect to the Collateral shall be as set forth herein (except as may be separately otherwise agreed in writing
by and between or among any applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented
thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Credit Agreement Lenders); and


 


(4)            the
priority and rights as between any Additional Term Agent and the Additional Term Secured Parties represented thereby, on the one
hand, and any other Additional Term Agent and the Additional Term Secured Parties represented thereby, on the other hand, with
respect to the Collateral shall be as set forth herein (except as may be separately otherwise agreed in writing by and between
such Additional Term Agents, each on behalf of itself and the Additional Term Secured Parties represented thereby).


 






     


     


    

  


(c)            The
Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties, acknowledges and agrees that
(x) concurrently herewith, the ABL Agent, for the benefit of itself and the ABL Secured Parties, has been granted Liens
upon all of the Collateral in which the Term Loan Agent has been granted Liens and the Term Loan Agent hereby consents
thereto and (y) any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties, may be granted
Liens upon all of the Collateral in which the Term Loan Agent has been granted Liens and the Term Loan Agent hereby consents
thereto. The ABL Agent, for and on behalf of itself and the ABL Secured Parties, acknowledges and agrees that
(x) concurrently herewith, the Term Loan Agent, for the benefit of itself and the Term Loan Secured Parties, has been
granted Liens upon all of the Collateral in which the ABL Agent has been granted Liens and the ABL Agent hereby consents
thereto and (y) any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties, may be granted
Liens upon all of the Collateral in which the ABL Agent has been granted Liens and the ABL Agent hereby consents thereto. Any
Additional Term Agent, for and on behalf of itself and any Additional Term Secured Parties represented thereby, acknowledges
and agrees, concurrently with becoming a party hereto, that (x) the ABL Agent, for the benefit of itself and the ABL
Secured Parties, was granted Liens upon all of the Collateral in which such Additional Term Agent is being granted Liens and
such Additional Term Agent hereby consents thereto, (y) the Term Loan Agent, for the benefit of itself and the Term Loan
Secured Parties, was granted Liens upon all of the Collateral in which such Additional Term Agent is being granted Liens and
such Additional Term Agent hereby consents thereto and (z) any other Additional Term Agent, on behalf of itself and any
Additional Term Secured Parties represented thereby, may be granted Liens upon all of the Collateral in which such Additional
Term Agent has been granted Liens and such Additional Term Agent hereby consents thereto. The subordination of Liens by the
Term Loan Agent in favor of the ABL Agent, by the ABL Agent in favor of the Term Loan Agent and any Additional Term Agent,
and by any Additional Term Agent in favor of the ABL Agent, in each case as set forth herein, shall not be deemed to
subordinate the Liens of the Term Loan Agent, the ABL Agent or any Additional Term Agent to the Liens of any other Person.
The provision of pari passu and equal priority as between Liens of the Term Loan Agent and Liens of any Additional
Term Agent, or as between Liens of any Additional Term Agent and Liens of any other Additional Term Agent, in each case as
set forth herein, shall not be deemed to subordinate the Liens of the Term Loan Agent or any Additional Term Agent to the
Liens of any Person other than the ABL Agent as and to the extent set forth herein, or to provide that the Liens of the Term
Loan Agent or any Additional Term Agent will be pari passu or of equal priority with the Liens of any other
Person.


 


(d)            Lien
priority as among the ABL Obligations, the Term Loan Obligations and the Additional Term Obligations with respect to any Collateral
will be governed solely by this Agreement, except as may be separately otherwise agreed in writing by or among any applicable Parties
to the extent permitted pursuant to Section 2.1(a) above (including pursuant to the Term Loan Collateral Intercreditor
Agreement if entered into in the future).


 






     


     


    

 





(e)            The
Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties, and each Additional Term Agent, on behalf of
itself and the Additional Term Secured Parties represented thereby, hereby acknowledges and agrees that, it is the intention
of the Term Loan Collateral Secured Parties of each Series that the holders of Term Loan Collateral Obligations of such
Series (and not the Term Loan Collateral Secured Parties of any other Series) bear the risk of (i) any
determination by a court of competent jurisdiction that (x) any of the Term Loan Collateral Obligations of such
Series are unenforceable under applicable law or are subordinated to any other obligations (other than another
Series of Term Loan Collateral Obligations), (y) any of the Term Loan Collateral Obligations of such Series do
not have an enforceable security interest in any of the Collateral securing any other Series of Term Loan Collateral
Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another
Series of Term Loan Collateral Obligations) on a basis ranking prior to the security interest of such Series of
Term Loan Collateral Obligations but junior to the security interest of any other Series of Term Loan Collateral
Obligations or (ii) the existence of any Collateral for any other Series of Term Loan Collateral Obligations that
is not also Collateral for the other Series of Term Loan Collateral Obligations (any such condition referred to in the
foregoing clauses (i) or (ii) with respect to any Series of Term Loan Collateral Obligations, an
 “Impairment” of such Series). In the event of any Impairment with respect to any Series of Term Loan
Collateral Obligations, the results of such Impairment shall be borne solely by the holders of such Series of Term Loan
Collateral Obligations, and the rights of the holders of such Series of Term Loan Collateral Obligations (including the
right to receive distributions in respect of such Series of Term Loan Collateral Obligations pursuant to Section 4.1)
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 Term Loan Collateral Obligations subject to such Impairment.


 


Section 2.2 Waiver
of Right to Contest Liens (a) The Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties,
agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or
support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including
in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of, or the allowability of
the claims asserted by, the ABL Agent and the ABL Secured Parties in respect of the Collateral or the provisions of this
Agreement. Except to the extent expressly set forth in this Agreement, the Term Loan Agent, for and on behalf of itself and
the Term Loan Secured Parties, agrees that none of the Term Loan Agent or the Term Loan Secured Parties will take any action
that would interfere with any Exercise of Secured Creditor Remedies undertaken by the ABL Agent or any ABL Secured Party
under the ABL Documents with respect to the ABL Priority Collateral. Except to the extent expressly set forth in this
Agreement, the Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties, hereby waives any and all
rights it or the Term Loan Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or
interfere with the manner in which the ABL Agent or any ABL Secured Party seeks to enforce its Liens in any ABL Priority
Collateral.


 






     


     


    

 


(b)            The
Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties, agrees that it and they shall not (and hereby
waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or
challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the
validity, priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, any
Additional Term Agent and any Additional Term Secured Parties in respect of the Collateral or the provisions of this
Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of
itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term
Loan Secured Parties). Except to the extent expressly set forth in this Agreement and, for the avoidance of doubt, subject to Section 2.3(g),
the Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties, agrees that none of the Term Loan Agent
or the Term Loan Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies
undertaken by any Additional Term Agent or any Additional Term Secured Party under any Additional Term Documents with respect
to the Collateral (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on
behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of
itself and the Term Loan Secured Parties). Except to the extent expressly set forth in this Agreement, and, for the avoidance
of doubt, subject to Section 2.3(g), the Term Loan Agent, for and on behalf of itself and the Term Loan Secured
Parties, hereby waives any and all rights it or the Term Loan Secured Parties may have as a pari passu lien
creditor or otherwise to contest, protest, object to, or interfere with the manner in which any Additional Term Agent or any
Additional Term Secured Party seeks to enforce its Liens in any Collateral (except as may be separately otherwise agreed in
writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented
thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties).


 


(c)            The
ABL Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any right
to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly,
whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection
of the Liens of, or the allowability of the claims asserted by, any Term Loan Agent and any Term Loan Secured Parties in respect
of the Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the ABL Agent,
for and on behalf of itself and the ABL Secured Parties, agrees that none of the ABL Agent or the ABL Secured Parties will take
any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Loan Agent or any Term Loan
Secured Party under the Term Loan Documents, with respect to the Term Loan Priority Collateral. Except to the extent expressly
set forth in this Agreement, the ABL Agent, for itself and on behalf of the ABL Secured Parties, hereby waives any and all rights
it or the ABL Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with
the manner in which the Term Loan Agent or any Term Loan Secured Party seeks to enforce its Liens in any Term Loan Priority Collateral.


 


(d)            The
ABL Agent, for and on behalf of itself and the ABL Secured Parties, agrees that it and they shall not (and hereby waives any
right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging),
directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority,
enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, any Additional Term Agent and
any Additional Term Secured Parties in respect of the Collateral or the provisions of this Agreement (except as may be
separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term
Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Except to the
extent expressly set forth in this Agreement, the ABL Agent, for and on behalf of itself and the ABL Secured Parties, agrees
that none of the ABL Agent or the ABL Secured Parties will take any action that would interfere with any Exercise of Secured
Creditor Remedies undertaken by any Additional Term Agent or any Additional Term Secured Party under any Additional Term
Documents, with respect to the Term Loan Priority Collateral (except as may be separately otherwise agreed in writing by and
between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the
ABL Agent, on behalf of itself and the ABL Secured Parties). Except to the extent expressly set forth in this Agreement, the
ABL Agent, for and on behalf of itself and the ABL Secured Parties, hereby waives any and all rights it or the ABL
Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner
in which any Additional Term Agent or any Additional Term Secured Party seeks to enforce its Liens in any Term Loan Priority
Collateral (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of
itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL
Secured Parties).


 






     


     


    




 


(e)            Any
Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that it and they
shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, the ABL Agent and the ABL
Secured Parties in respect of the Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this
Agreement, any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that
none of such Additional Term Agent and Additional Term Secured Parties will take any action that would interfere with any Exercise
of Secured Creditor Remedies undertaken by the ABL Agent or any ABL Secured Party under the ABL Documents with respect to the ABL
Priority Collateral. Except to the extent expressly set forth in this Agreement, any Additional Term Agent, on behalf of itself
and any Additional Term Secured Parties represented thereby, hereby waives any and all rights it or such Additional Term Secured
Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the
ABL Agent or any ABL Secured Party seeks to enforce its Liens in any ABL Priority Collateral.


 


(f)            
Any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that it
and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other
Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency
Proceeding), the validity, priority, enforceability, or perfection of the Liens of, or the allowability of the claims
asserted by, the Term Loan Agent or the Term Loan Secured Parties in respect of the Collateral or the provisions of this
Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of
itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term
Loan Secured Parties). Except to the extent expressly set forth in this Agreement, and, for the avoidance of doubt, subject
to Section 2.3(g), any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented
thereby, agrees that none of such Additional Term Agent and Additional Term Secured Parties will take any action that would
interfere with any Exercise of Secured Creditor Remedies undertaken by the Term Loan Agent or any Term Loan Secured Party
under the Term Loan Documents with respect to the Collateral (except as may be separately otherwise agreed in writing by and
between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the
Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). Except to the extent expressly set forth in this
Agreement, and subject to Section 2.3(g), any Additional Term Agent, on behalf of itself and any Additional Term
Secured Parties represented thereby, hereby waives any and all rights it or such Additional Term Secured Parties may have as
a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the Term Loan
Agent or any Term Loan Secured Party seeks to enforce its Liens in any Collateral (except as may be separately otherwise
agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties).


 






     


     


    

 





(g)            Any
Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that it and they
shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting
or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity,
priority, enforceability, or perfection of the Liens of, or the allowability of the claims asserted by, any other Additional Term
Agent or any Additional Term Secured Parties represented by such other Additional Term Agent in respect of the Collateral or the
provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agents,
in each case on behalf of itself and the Additional Term Secured Parties represented thereby). Except to the extent expressly set
forth in this Agreement, and, for the avoidance of doubt, subject to Section 2.3(g), any Additional Term Agent, on
behalf of itself and any Additional Term Secured Parties represented thereby, agrees that none of such Additional Term Agent and
Additional Term Secured Parties will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken
by any other Additional Term Agent or any Additional Term Secured Party represented by such other Additional Term Agent under any
applicable Additional Term Documents with respect to the Collateral (except as may be separately otherwise agreed in writing by
and between such Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby).
Except to the extent expressly set forth in this Agreement, and subject to Section 2.3(g), any Additional Term Agent,
on behalf of itself and any Additional Term Secured Parties represented thereby, hereby waives any and all rights it or such Additional
Term Secured Parties may have as a pari passu lien creditor or otherwise to contest, protest, object to, or interfere with
the manner in which any other Additional Term Agent or any Additional Term Secured Party represented by such other Additional Term
Agent seeks to enforce its Liens in any Collateral (except as may be separately otherwise agreed in writing by and between such
Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby).


 


(h)            For
the avoidance of doubt, the assertion of priority rights established under the terms of this Agreement or in any separate writing
between any of the parties hereto shall not be considered a challenge to Lien priority of any Party prohibited by this Section 2.2.


 






     


     


    

 


Section 2.3 Remedies
Standstill (a) The Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, agrees that, until the
date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Loan Agent (including in its capacity
as Term Loan Collateral Representative, as applicable) nor any Term Loan Secured Party will, or will seek to, Exercise Any
Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor
Remedies) with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent and will not
knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary
deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Loan Agent shall not constitute a
breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent after
the earlier to occur of (x) the Term Loan Agent’s actual knowledge of such deposit and that such Proceeds
constitute ABL Priority Collateral or (y) receipt by the Term Loan Agent of a Cash Proceeds Notice; provided that
the Term Loan Agent shall have no obligation to remit such Proceeds unless the Term Loan Agent is entitled to direct
disposition of such Proceeds under the applicable account control agreement governing such Deposit Account at such time.
Subject to Section 2.3(g) hereof, from and after the date upon which the Discharge of ABL Obligations shall
have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Loan Agent or any Term Loan
Secured Party may Exercise Any Secured Creditor Remedies under the Term Loan Documents or applicable law as to any ABL
Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any
Collateral by the Term Loan Agent or any Term Loan Secured Party is at all times subject to the provisions of this Agreement,
including Section 4.1 hereof. Notwithstanding anything to the contrary contained herein, the Term Loan Agent or
any Term Loan Secured Party may:


 


(i)            
file a claim or statement of interest with respect to the Term Loan Obligations; provided that an Insolvency Proceeding has
been commenced by or against any Grantor;


 


(ii)            take
any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of the ABL Agent or any
of the ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6)
in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority
of its Lien on, any of the ABL Priority Collateral;


 


(iii)           file
any necessary or appropriate 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 or Liens of the Term Loan Secured
Parties, including any claims secured by the Term Loan Priority Collateral or the ABL Priority Collateral, if any, in each case
in accordance with the terms of this Agreement;


 


(iv)           file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject
to the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests
available to secured creditors solely with respect to the Term Loan Priority Collateral; and 


 


(v)            vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the ABL Agent shall be entitled to have any
such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization
withdrawn.


 






     


     


    

  


(b)            [reserved]


 


(c)            The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that until the date upon which the Discharge of Term Loan Obligations
shall have occurred, neither the ABL Agent nor any ABL Secured Party will, or will seek to, Exercise Any Secured Creditor Remedies
(or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the
Term Loan Priority Collateral without the written consent of the Term Loan Agent, and will not knowingly take, receive or accept
any Proceeds of the Term Loan Priority Collateral, it being understood and agreed that (x) if the ABL Agent does not otherwise
have actual knowledge at the time when such Proceeds of Term Loan Priority Collateral are deposited in a Deposit Account that constitutes
ABL Priority Collateral that such Proceeds constitute Proceeds of Term Loan Priority Collateral, then neither the ABL Agent nor
any ABL Secured Party shall have any obligation to pay over any Proceeds of such Term Loan Priority Collateral; provided, that
in the event that the ABL Agent is notified in writing by the Term Loan Collateral Representative within six days after the deposit
of such Proceeds of Term Loan Priority Collateral in a Deposit Account that constitutes ABL Priority Collateral, which notification
identifies the amount and specifies the origin thereof, and if such Proceeds do constitute Term Loan Priority Collateral, then
to the extent that the ABL Agent subsequently receives cash Proceeds that constitute ABL Priority Collateral, to the extent not
prohibited by applicable law, the ABL Agent shall turn over to the Term Loan Collateral Representative a portion of such proceeds
equal to the amount of the Proceeds of the Term Loan Priority Collateral previously received by the ABL Agent and applied to the
ABL Obligations, and (y) the temporary deposit of Proceeds of Term Loan Priority Collateral in a Deposit Account controlled
by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Loan
Collateral Representative. Subject to Sections 2.3(d) and 2.3(j) hereof, from and after the date upon which
the Discharge of Term Loan Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Loan
Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable
law as to any Term Loan Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with
respect to any Collateral by the ABL Agent or any ABL Secured Party is at all times subject to the provisions of this Agreement,
including Section 4.1 hereof. Notwithstanding anything to the contrary contained herein, the ABL Agent or any ABL Secured
Party may:


 


(i)              file a claim or statement of interest with respect to the ABL Obligations; provided that an Insolvency Proceeding has been
commenced by or against any Grantor;


 


(ii)             take any action (not adverse to the priority status of the Liens on the Term Loan Priority Collateral, or the rights of the
Term Loan Agent or any of the Term Loan Secured Parties to exercise rights, powers, and/or remedies in respect thereof,
including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on
and rights in, and the perfection and priority of its Lien on, any of the Term Loan Priority Collateral;


 






     


     


    

 





(iii)            file
any necessary or appropriate 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 or Liens of the ABL Secured Parties,
including any claims secured by the ABL Priority Collateral or the Term Loan Priority Collateral, if any, in each case in accordance
with the terms of this Agreement;


 


(iv)            file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral; and


 


(v)            vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the Term Loan Agent shall be entitled to
have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of
Reorganization withdrawn.


 


(d)            The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that until the date upon which the Discharge of Additional
Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will, or will seek to, Exercise Any
Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor
Remedies) with respect to the Term Loan Priority Collateral without the written consent of each Additional Term Agent, and
will not knowingly take, receive or accept any Proceeds of the Term Loan Priority Collateral (except, in each case, as may be
separately otherwise agreed in writing by and between each such Additional Term Agent, on behalf of itself and the Additional
Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), it being
understood and agreed that (x) if the ABL Agent does not otherwise have actual knowledge at the time when such Proceeds
of Term Loan Priority Collateral are deposited in a Deposit Account that constitutes ABL Priority Collateral that such
Proceeds constitute Proceeds of Term Loan Priority Collateral, then neither the ABL Agent nor any ABL Secured Party shall
have any obligation to pay over any Proceeds of such Term Loan Priority Collateral; provided, that in the event that the ABL
Agent is notified in writing by the Term Loan Collateral Representative within six days after the deposit of such
Proceeds of Term Loan Priority Collateral in a Deposit Account that constitutes ABL Priority Collateral, which notification
identifies the amount and specifies the origin thereof, and if such Proceeds do constitute Term Loan Priority Collateral,
then to the extent that the ABL Agent subsequently receives cash Proceeds that constitute ABL Priority Collateral, to the
extent not prohibited by applicable law, the ABL Agent shall turn over to the Term Loan Collateral Representative a portion
of such proceeds equal to the amount of the Proceeds of the Term Loan Priority Collateral previously received by the ABL
Agent and applied to the ABL Obligations, and (y)the temporary deposit of Proceeds of Term Loan Priority Collateral in a
Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are
promptly remitted to the Term Loan Collateral Representative. Subject to Sections 2.3(c) and 2.3(j) hereof,
from and after the date upon which the Discharge of Additional Term Obligations shall have occurred (or prior thereto upon
obtaining the written consent of each Additional Term Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured
Creditor Remedies under the ABL Documents or applicable law as to any Term Loan Priority Collateral; provided, however,
that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Secured Party is at
all times subject to the provisions of this Agreement, including Section 4.1 hereof. Notwithstanding anything to
the contrary contained herein, the ABL Agent or any ABL Secured Party may:


 






     


     


    




 


(i)              file
a claim or statement of interest with respect to the ABL Obligations; provided that an Insolvency Proceeding has been commenced
by or against any Grantor;


 


(ii)             take
any action (not adverse to the priority status of the Liens on the Term Loan Priority Collateral, or the rights of each Additional
Term Agent or any of the Additional Term Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including
those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in,
and the perfection and priority of its Lien on, any of the Term Loan Priority Collateral;


 


(iii)            file
any necessary or appropriate 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 or Liens of the ABL Secured Parties,
including any claims secured by the ABL Priority Collateral or the Term Loan Priority Collateral, if any, in each case in accordance
with the terms of this Agreement;


 


(iv)            file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral; and


 








(v)            vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and each Additional Term Agent shall be entitled
to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan
of Reorganization withdrawn.


 






     


     


    

 





(e)            Any
Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that until the date
upon which the Discharge of ABL Obligations shall have occurred, neither such Additional Term Agent (including in its capacity
as Term Loan Collateral Representative, if applicable) nor any such Additional Term Secured Party will, or will seek to, Exercise
Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor
Remedies) with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent and will not knowingly
take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds
of ABL Priority Collateral in a Deposit Account controlled by such Additional Term Agent shall not constitute a breach of this
Agreement so long as such Proceeds are promptly remitted to the ABL Agent after the earlier to occur of (x) such Additional
Term Agent’s actual knowledge of such deposit and that such Proceeds constitute ABL Priority Collateral or (y) receipt
by such Additional Term Agent of a Cash Proceeds Notice; provided that such Additional Term Agent shall have no obligation
to remit such Proceeds unless such Additional Term Agent is entitled to direct disposition of such Proceeds under the applicable
account control agreement governing such Deposit Account at such time. Subject to Sections 2.3(f) and 2.3(g) hereof,
from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written
consent of the ABL Agent), any Additional Term Agent or any Additional Term Secured Party may Exercise Any Secured Creditor Remedies
under any Additional Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that
any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional Term Agent or Additional Term Secured
Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. Notwithstanding anything
to the contrary contained herein, any Additional Term Agent or any Additional Term Secured Party may:


  


(i)              file
a claim or statement of interest with respect to the Additional Term Obligations; provided that an Insolvency Proceeding has been
commenced by or against any Grantor;


 


(ii)             take
any action (not adverse to the priority status of the Liens on the ABL Priority Collateral, or the rights of the ABL Agent or any
of the ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6)
in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority
of its Lien on, any of the ABL Priority Collateral;


 


(iii)            file
any necessary or appropriate 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 or Liens of the Additional Term Secured
Parties, including any claims secured by the ABL Priority Collateral or the Term Loan Priority Collateral, if any, in each case
in accordance with the terms of this Agreement;


 








(iv)            file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral; and


 






     


     


    

  


(v)            vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and each ABL Agent shall be entitled to have
any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization
withdrawn.


 


(f)             [reserved]


 


(g)            Any
Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that such
Additional Term Agent and such Additional Term Secured Parties will not, and will not seek to, Exercise Any Secured Creditor
Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with
respect to any of the Collateral without the written consent of the Term Loan Collateral Representative and will not
knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and
between or among each Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby,
and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties), it being understood and agreed that the
temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Additional Term Agent shall not
constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Loan Collateral
Representative after the earlier to occur of (x) such Additional Term Agent’s actual knowledge of such deposit or
(y) receipt by such Additional Term Agent of a Cash Proceeds Notice; provided that such Additional Term Agent
shall have no obligation to remit such Proceeds unless such Additional Term Agent is entitled to direct disposition of such
Proceeds under the applicable account control agreement governing such Deposit Account at such time; provided that nothing in
this sentence shall prohibit any Additional Term Agent from taking such actions in its capacity as Term Loan Collateral
Representative, if applicable. The Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, agrees that
the Term Loan Agent and the Term Loan Secured Parties will not, and will not seek to, Exercise Any Secured Creditor Remedies
(or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to
any of the Collateral without the written consent of the Term Loan Collateral Representative and will not knowingly take,
receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among
each Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term
Loan Agent, on behalf of itself and the Term Loan Secured Parties), it being understood and agreed that the temporary deposit
of Proceeds of Collateral in a Deposit Account controlled by the Term Loan Agent shall not constitute a breach of this
Agreement so long as such Proceeds are promptly remitted to the Term Loan Collateral Representative after the earlier to
occur of (x) the Term Loan Agent’s actual knowledge of such deposit or (y) receipt by the Term Loan Agent of
a Cash Proceeds Notice; provided that the Term Loan Agent shall have no obligation to remit such Proceeds unless the
Term Loan Agent is entitled to direct disposition of such Proceeds under the applicable account control agreement governing
such Deposit Account at such time; provided that nothing in this sentence shall prohibit the Term Loan Agent from taking such
actions in its capacity as Term Loan Collateral Representative, if applicable. Subject to Section 2.3(a) hereof,
the Term Loan Collateral Representative may Exercise Any Secured Creditor Remedies under the Term Loan Priority Collateral
Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with
respect to any Collateral by the Term Loan Collateral Representative is at all times subject to the provisions of this
Agreement, including Section 4.1 hereof. Each Term Loan Collateral Secured Party hereby appoints the Term Loan
Collateral Representative as its agent to exercise all remedies under all Term Loan Collateral Documents and Additional Term
Collateral Documents. Notwithstanding anything to the contrary contained herein, the Term Loan Agent or any Term Loan Secured
Party and any Additional Term Agent or any Additional Term Secured Party may:


 






     


     


    

  


(i)              file
a claim or statement of interest with respect to the Term Loan Obligations or the Additional Term Obligations respectively; provided
that an Insolvency Proceeding has been commenced by or against any Grantor;


 


(ii)             take
any action (not adverse to the priority status of the Liens on the Term Loan Priority Collateral, or the rights of the Term Loan
Agent or any of the Term Loan Secured Parties or any Additional Term Agent or any of the Additional Term Secured Parties to exercise
rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve
or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any of the Term Loan Priority
Collateral;


 


(iii)            file
any necessary or appropriate 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 or Liens of the Term Loan Secured
Parties or the Additional Term Secured Parties respectively, including any claims secured by the ABL Priority Collateral or the
Term Loan Priority Collateral, if any, in each case in accordance with the terms of this Agreement;


 


(iv)           file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with, or prohibited
by, the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to
the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available
to secured creditors solely with respect to the ABL Priority Collateral or the Term Loan Priority Collateral; and


 


(v)            vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance
with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement,
any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall
be inconsistent with and accordingly, a violation of the terms of this Agreement, and the Term Loan Agent and each Additional Term
Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of
any Non-Conforming Plan of Reorganization withdrawn.


  



     


     


    




 





(h)            [reserved]


 


(i)             [reserved]


 


(j)             [reserved]


 


(k)            Notwithstanding
any other provision of this Agreement, nothing contained herein shall be construed to prevent (i) the ABL Agent or any ABL
Secured Party or any Additional Term Agent or any Additional Term Secured Party from objecting to any proposed retention of Collateral
by the Term Loan Agent or any Term Loan Secured Party in full or partial satisfaction of any Term Loan Obligations, (ii) the
Term Loan Agent or any Term Loan Secured Party or any Additional Term Agent or any Additional Term Secured Party from objecting
to any proposed retention of Collateral by the ABL Agent or any ABL Secured Party in full or partial satisfaction of any ABL Obligations
or (iii) the ABL Agent or any ABL Secured Party or the Term Loan Agent or any Term Loan Secured Party, or any other Additional
Term Agent or any other Additional Term Secured Party, from objecting to any proposed retention of Collateral by any Additional
Term Agent or any Additional Term Secured Party in full or partial satisfaction of any Additional Term Obligations.


 


Section 2.4 Exercise
of Rights


 


(a)            Notice
of ABL Agent’s Lien.


 


(i)             Without
limiting Section 2.3 hereof, the Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties,
hereby agrees that, until the date upon which the Discharge of ABL Obligations shall have occurred, in connection with any
Exercise of Secured Creditor Remedies by the Term Loan Agent (including in its capacity as Term Loan Collateral
Representative, if applicable) or any Term Loan Secured Party with respect to any ABL Priority Collateral, the Term Loan
Agent or such Term Loan Secured Party, as applicable, shall advise any purchaser or transferee of any ABL Priority Collateral
in writing that the sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of
the ABL Agent and the ABL Secured Parties, unless the ABL Agent otherwise consents in writing. In addition, the Term Loan
Agent agrees, for and on behalf of itself and the Term Loan Secured Parties, that, until the date upon which the Discharge of
ABL Obligations shall have occurred, any notice of any proposed foreclosure or sale of any ABL Priority Collateral and any
other notice in connection with the Exercise of Secured Creditor Remedies with respect thereto shall state prominently and
clearly that the sale is subject to the ABL Agent’s and the ABL Secured Parties’ prior Liens and that such Liens
shall continue as against the ABL Priority Collateral to be sold, unless the ABL Agent otherwise consents in writing.


 






     


     


    

  


(ii)            Without
limiting Section 2.3 hereof, any Additional Term Agent, for and on behalf of itself and any Additional Term Secured
Parties represented thereby, hereby agrees that, until the date upon which the Discharge of ABL Obligations shall have occurred,
in connection with any Exercise of Secured Creditor Remedies by such Additional Term Agent (including in its capacity as Term Loan
Collateral Representative, if applicable) or any such Additional Term Secured Party with respect to any ABL Priority Collateral,
such Additional Term Agent or Additional Term Secured Party, as applicable, shall advise any purchaser or transferee of any ABL
Priority Collateral in writing that the sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject
to the Liens of the ABL Agent and the ABL Secured Parties, unless the ABL Agent otherwise consents in writing. In addition, any
Additional Term Agent agrees, for and on behalf of itself and any Additional Term Secured Parties represented thereby, that, until
the date upon which the Discharge of ABL Obligations shall have occurred, any notice of any proposed foreclosure or sale of any
ABL Priority Collateral and any other notice in connection with the Exercise of Secured Creditor Remedies with respect thereto
shall state prominently and clearly that the sale is subject to the ABL Agent’s and the ABL Secured Parties’ prior
Liens and that such Liens shall continue as against the ABL Priority Collateral to be sold, unless the ABL Agent otherwise consents
in writing.


 





(b)            Notice
of Term Loan Agent’s Lien. Without limiting Section 2.3 hereof, the ABL Agent, for and on behalf of
itself and the ABL Secured Parties, hereby agrees that, until the date upon which the Discharge of Term Loan Obligations
shall have occurred, in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or any ABL Secured Party
with respect to the Term Loan Priority Collateral, the ABL Agent or such ABL Secured Party, as applicable, shall advise any
purchaser or transferee of any Term Loan Priority Collateral in writing that the sale (whether public, private, by
foreclosure, or otherwise) or other transfer is subject to the Liens of the Term Loan Agent and the Term Loan Secured
Parties, unless the Term Loan Agent otherwise consents in writing. In addition, the ABL Agent agrees, for and on behalf of
itself and the ABL Secured Parties, that, until the date upon which the Discharge of Term Loan Obligations shall have
occurred, any notice of any proposed foreclosure or sale of any Term Loan Priority Collateral and any other notice in
connection with the Exercise of Secured Creditor Remedies with respect thereto shall state prominently and clearly
that the sale is subject to the Term Loan Agent’s and the Term Loan Secured Parties’ prior Liens and that such
Liens shall continue as against the Term Loan Priority Collateral to be sold, unless the Term Loan Agent otherwise consents
in writing.


 


(c)            Notice
of Additional Term Agent’s Lien. Without limiting Section 2.3 hereof, the ABL Agent, for and on behalf of itself
and the ABL Secured Parties, hereby agrees that, until the date upon which the Discharge of Additional Term Obligations shall have
occurred, in connection with any Exercise of Secured Creditor Remedies by the ABL Agent or any ABL Secured Party with respect to
any Term Loan Priority Collateral, the ABL Agent or such ABL Secured Party, as applicable, shall advise any purchaser or transferee
of any Term Loan Priority Collateral in writing that the sale (whether public, private, by foreclosure, or otherwise) or other
transfer is subject to the Liens of any Additional Term Agent and any Additional Term Secured Parties (except as may be separately
otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). In addition, the ABL Agent agrees, for
and on behalf of itself and the ABL Secured Parties, that, until the date upon which the Discharge of Additional Term Obligations
shall have occurred, any notice of any proposed foreclosure or sale of any Term Loan Priority Collateral and any other notice in
connection with the Exercise of Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale
is subject to any Additional Term Agent’s and any Additional Term Secured Parties’ prior Liens and that such Liens
shall continue as against the Term Loan Priority Collateral to be sold (except as may be separately otherwise agreed in writing
by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and
the ABL Agent, on behalf of itself and the ABL Secured Parties).


 






     


     


    

 




 


(d)            [Reserved]


 


(e)             No
Other Restrictions.


 


(i)              Except
as expressly set forth in this Agreement, each of the Term Loan Agent, the Term Loan Secured Parties, the ABL Agent, the ABL
Secured Parties, any Additional Term Agent and any Additional Term Secured Parties shall have any and all rights and remedies
it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as
may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties
and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies
with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections
2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Term Loan Agent (including
in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Term Loan Documents,
any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the
provisions of the Additional Term Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in
such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement
and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among
any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however,
that each of the ABL Agent, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if
applicable) and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable)
agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any
Borrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any
such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL
Documents, the Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the
Term Loan Agent’s rights hereunder or under any of the Term Loan Documents and any failure by any Additional Term Agent
to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights
hereunder or under any of the Additional Term Documents.


 






     


     


    

 


(ii)             Each
of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and the Term Loan Secured
Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any
suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured Party seeking damages
from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to
be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons
shall be liable for any such action taken or omitted to be taken. Each of the Term Loan Agent (including in its capacity as Term
Loan Collateral Representative, if applicable) and the Term Loan Secured Parties agrees that it will not institute or join in any
suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any
claim against any Additional Term Agent or any other Additional Term Secured Party seeking damages from or other relief by way
of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with
respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for any
such action taken or omitted to be taken (except as may be separately agreed in writing by and between such Additional Term Agent
and the Additional Term Secured Parties represented thereby and the Term Agent, on behalf of itself and the Term Loan Secured Parties).


 


(iii)            Each
of the ABL Agent and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency
Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the
Term Loan Agent or any other Term Loan Secured Party seeking damages from or other relief by way of specific performance,
instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the
Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action
taken or omitted to be taken. Each of the ABL Agent and the ABL Secured Parties agrees that it will not institute or join in
any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other
proceeding any claim against any Additional Term Agent or any other Additional Term Secured Party seeking damages from or
other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be
taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such
Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in
writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented
thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 






     


     


    

 


(iv)            Each
of any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if and as applicable) and each
Additional Term Secured Party agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding
or assert in any suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured
Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action
taken or omitted to be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement,
and none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise
agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented
thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each of any Additional Term Agent (including in its
capacity as Term Loan Collateral Representative, if and as applicable) and each Additional Term Secured Party agrees that it will
not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding
or other proceeding any claim against the Term Loan Agent or any other Term Loan Secured Party seeking damages from or other relief
by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person
with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for
any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional
Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf
of itself and the Term Loan Secured Parties). Each of any Additional Term Agent (including in its capacity as Term Loan Collateral
Representative, if and as applicable) and each Additional Term Secured Party represented thereby agrees that it will not institute
or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other
proceeding any claim against any other Additional Term Agent or any Additional Term Secured Party represented by such other Additional
Term Agent, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any
action taken or omitted to be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement,
and none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise
agreed in writing by and between such Additional Term Agents, in each case on behalf of itself and the Additional Term Secured
Parties represented thereby).


 






     


     


    

 





(f)            Release
of Liens.


 


(i)            In
the event of (A) any private or public sale of all or any portion of the ABL Priority Collateral in connection with any Exercise
of Secured Creditor Remedies by or with the consent of the ABL Agent, (B) any sale, transfer or other disposition of all or
any portion of the ABL Priority Collateral, so long as such sale, transfer or other disposition is then permitted by the ABL Documents,
(C) the release of the ABL Secured Parties’ Lien on all or any portion of the ABL Priority Collateral, which release
under clause (C) shall have been approved by the Requisite ABL Holders or (D) the release of the ABL Secured Parties’
Liens on ABL Priority Collateral of a Guarantor upon the termination and discharge of the applicable subsidiary guaranty in accordance
with the terms of the ABL Documents, in the case of clauses (B), (C) and (D) only to the extent occurring prior to the
date upon which the Discharge of ABL Obligations shall have occurred and not in connection with a Discharge of ABL Obligations
(and irrespective of whether an Event of Default has occurred), (x) the Term Loan Agent agrees, on behalf of itself and the
Term Loan Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause
(A) above are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such
ABL Priority Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority
Collateral securing the Term Loan Obligations, and the Term Loan Agent’s and the Term Loan Secured Parties’ Liens with
respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released
without further action and (y) any Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties
represented thereby, that (so long as, if applicable, the net cash proceeds of any such sale, if any, described in clause (A) above
are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such ABL Priority
Collateral securing the ABL Obligations) such sale or release will be free and clear of the Liens on such ABL Priority Collateral
securing the Additional Term Obligations, and such Additional Term Agent’s and the applicable Additional Term Secured Parties’
Liens with respect to the ABL Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically
released without further action. In furtherance of, and subject to, the foregoing, each of the Term Loan Agent and any Additional
Term Agent agrees that it will execute, at the Credit Parties’ expense, any and all Lien releases or other documents reasonably
requested by the ABL Agent in connection therewith. Each of the Term Loan Agent and any Additional Term Agent hereby appoints the
ABL Agent and any officer or duly authorized person of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party or in the ABL Agent’s
own name, from time to time, in the ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph,
to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or
desirable to accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases
or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).


 






     


     


    

 


(ii)            In
the event of (A) any private or public sale of all or any portion of the Term Loan Priority Collateral in connection
with any Exercise of Secured Creditor Remedies by or with the consent of the Term Loan Collateral Representative,
(B) any sale, transfer or other disposition of all or any portion of the Term Loan Priority Collateral, so long as such
sale, transfer or other disposition is then permitted by the Term Loan Priority Collateral Documents, (C) the release of
the Term Loan Collateral Secured Parties’ Liens on all or any portion of the Term Loan Priority Collateral, which
release under clause (C) shall have been approved by the Requisite Term Holders or (D) the release of the Term Loan
Collateral Secured Parties’ Liens on Term Loan Priority Collateral of a Guarantor upon the termination and discharge of
the applicable subsidiary guaranty in accordance with the terms thereof, in the case of clauses (B), (C) and
(D) only to the extent occurring prior to the date upon which the Discharge of Term Loan Collateral Obligations shall
have occurred and not in connection with a Discharge of Term Loan Collateral Obligations (and irrespective of whether an
Event of Default has occurred), the ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that (so long as, if
applicable, the net cash proceeds of any such sale, if any, described in clause (A) above are applied as provided in Section 4.1
hereof and there is a corresponding release of the Liens on such Term Loan Priority Collateral securing the Term Loan
Collateral Obligations) such sale or release will be free and clear of the Liens on such Term Loan Priority Collateral
securing the ABL Obligations and the ABL Agent’s and the ABL Secured Parties’ Liens with respect to the Term Loan
Priority Collateral so sold, transferred, disposed or released shall terminate and be automatically released without further
action. In furtherance of, and subject to, the foregoing, the ABL Agent agrees that it will execute, at the Credit
Parties’ expense, any and all Lien releases or other documents reasonably requested by the Term Loan Collateral
Representative in connection therewith. ABL Agent hereby appoints the Term Loan Collateral Representative and any officer or
duly authorized person of the Term Loan Collateral Representative, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power of attorney in the place and stead of such Party and in the name of such Party
or in the Term Loan Collateral Representative’s own name, from time to time, in the Term Loan Collateral
Representative’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all
appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to
accomplish the purposes of this paragraph, including any financing statements, endorsements, assignments, releases or other
documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). In the event of any
private or public sale of all or any portion of the Term Loan Priority Collateral in connection with any Exercise of Secured
Creditor Remedies by or with the consent of the Term Loan Collateral Representative, each Additional Term Agent agrees, on
behalf of the Additional Term Secured Parties, that (so long as, if applicable, the net cash proceeds of any such sale, if
any, are applied as provided in Section 4.1 hereof and there is a corresponding release of the Liens on such Term
Loan Priority Collateral securing the Term Loan Collateral Obligations), such sale or release will be free and clear of its
Liens on such Term Loan Priority Collateral securing the Additional Term Obligations, and the Additional Term Agent’s
and the Additional Term Secured Parties’ Liens with respect to the Term Loan Priority Collateral so sold, transferred,
disposed or released shall terminate and be automatically released without further action. In furtherance of, and subject to,
the foregoing, each Additional Term Agent agrees that it will execute any and all Lien releases or other documents
reasonably requested by the Term Loan Collateral Representative in connection therewith. Each Additional Term Agent hereby
appoints the Term Loan Collateral Representative and any officer or duly authorized person of the Term Loan Collateral
Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of
attorney in the place and stead of such Party and in the name of such Party or in the Term Loan Collateral
Representative’s own name, from time to time, in the Term Loan Collateral Representative’s sole discretion, for
the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver
any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph,
including any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which
appointment, being coupled with an interest, is irrevocable).


 


 


 Section 2.5 No
New Liens (a) Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto
agree that (except as may be separately otherwise agreed in writing by and between the relevant Agents, each on behalf of
itself and the Secured Parties represented thereby):


 






     


     


    

 


(i)            No
Term Loan Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Term Loan Obligation
which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth
herein. If any Term Loan Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any
Term Loan Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien
Priority set forth herein, then the Term Loan Agent (or the relevant Term Loan Secured Party) shall, without the need for any further
consent of any other Term Loan Secured Party and notwithstanding anything to the contrary in any other Term Loan Document, be deemed
to also hold and have held such Lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien
Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien upon obtaining
actual knowledge thereof. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any
Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Term Loan Secured Party, or
any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered
into with any Term Loan Secured Party, or that consists of property subject to any such sale and leaseback transaction or general
intangibles related thereto (in each case, to the extent such property constitutes Excluded Property (as defined in the ABL Documents)).


 





(ii)            No
Additional Term Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
Term Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority
set forth herein. If any Additional Term Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party
securing any Additional Term Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents,
subject to the Lien Priority set forth herein, then the relevant Additional Term Agent (or the relevant Additional Term Secured
Party) shall, without the need for any further consent of any other Additional Term Secured Party and notwithstanding anything
to the contrary in any other Additional Term Document, be deemed to also hold and have held such Lien for the benefit of the ABL
Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL
Agent in writing of the existence of such Lien upon obtaining actual knowledge thereof. For the avoidance of doubt, this paragraph
(ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized
Lease Obligation owing to any Additional Term Secured Party, or any Lien on any property that has been sold or otherwise transferred
in connection with a sale and leaseback transaction entered into with any Additional Term Secured Party, or that consists of property
subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property
constitutes Excluded Property (as defined in the ABL Documents)).


 


(b)            Until
the date upon which the Discharge of Term Loan Obligations shall have occurred, the parties hereto agree that (except as may be
separately otherwise agreed in writing by and between the relevant Agents, each on behalf of itself and the Secured Parties represented
thereby):


 






     


     


    

 


(i)             No
ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which
assets are not also subject to the Lien of the Term Loan Agent under the Term Loan Documents, subject to the Lien Priority set
forth herein. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any
ABL Obligation which assets are not also subject to the Lien of the Term Loan Agent under the Term Loan Documents, subject to the
Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further
consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also
hold and have held such Lien for the benefit of the Term Loan Agent as security for the Term Loan Obligations (subject to the Lien
Priority and other terms hereof) and shall promptly notify the Term Loan Agent in writing of the existence of such Lien upon obtaining
actual knowledge thereof. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any
Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any ABL Secured Party, or any Lien
on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with
any ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related
thereto (in each case, to the extent such property constitutes Excluded Property (as defined in the Term Loan Documents)).





 


(ii)            No
Additional Term Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional
Term Obligation which assets are not also subject to the Lien of the Term Loan Agent under the Term Loan Documents, subject to
the Lien Priority set forth herein. If any Additional Term Secured Party shall nonetheless acquire or hold any Lien on any assets
of any Credit Party securing any Additional Term Obligation which assets are not also subject to the Lien of the Term Loan Agent
under the Term Loan Documents, subject to the Lien Priority set forth herein, then the relevant Additional Term Agent (or the relevant
Additional Term Secured Party) shall, without the need for any further consent of any other Additional Term Secured Party and notwithstanding
anything to the contrary in any other Additional Term Document, be deemed to also hold and have held such Lien for the benefit
of the Term Loan Agent as security for the Term Loan Obligations (subject to the Lien Priority and other terms hereof) and shall
promptly notify the Term Loan Agent in writing of the existence of such Lien upon obtaining actual knowledge thereof. For the avoidance
of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money
Indebtedness or Capitalized Lease Obligation owing to any Additional Term Secured Party, or any Lien on any property that has been
sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Term Secured
Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in
each case, to the extent such property constitutes Excluded Property (as defined in the applicable Term Loan Documents)).


 






     


     


    

 


(c)            Until
the date upon which the Discharge of Additional Term Obligations shall have occurred, the parties hereto agree that (except as
may be separately otherwise agreed in writing by and between the relevant Agents, each on behalf of itself and the Secured Parties
represented thereby):


 


(i)            No
ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation
which assets are not also subject to the Lien of each Additional Term Agent under the Additional Term Documents, subject to
the Lien Priority set forth herein. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any
Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each Additional Term Agent under
the Additional Term Documents, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured
Party) shall, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the
contrary in any other ABL Document be deemed to also hold and have held such Lien for the benefit of each Additional Term
Agent as security for the Additional Term Obligations (subject to the Lien Priority and other terms hereof) and shall
promptly notify each Additional Term Agent in writing of the existence of such Lien upon obtaining actual knowledge thereof.
For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing
any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any ABL Secured Party, or any Lien on any property
that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any
ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles
related thereto (in each case, to the extent such property constitutes Excluded Property (as defined in the applicable
Additional Term Documents)).


 


(ii)            No
Term Loan Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Term Loan Obligation
which assets are not also subject to the Lien of each Additional Term Agent under the Additional Term Documents, subject to the
Lien Priority set forth herein and except as may be separately otherwise agreed in writing by and between any Additional Term Agent,
on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and
the Term Loan Secured Parties. If any Term Loan Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit
Party securing any Term Loan Obligation which assets are not also subject to the Lien of each Additional Term Agent under the Additional
Term Documents, subject to the Lien Priority set forth herein, then the Term Loan Agent (or the relevant Term Loan Secured Party)
shall, without the need for any further consent of any other Term Loan Secured Party and notwithstanding anything to the contrary
in any other Term Loan Document be deemed to also hold and have held such Lien for the benefit of each Additional Term Agent as
security for the Additional Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each
Additional Term Agent in writing of the existence of such Lien upon obtaining actual knowledge thereof. For the avoidance of doubt,
this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness
or Capitalized Lease Obligation owing to any Term Loan Secured Party, or any Lien on any property that has been sold or otherwise
transferred in connection with a sale and leaseback transaction entered into with any Term Loan Secured Party, or that consists
of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent
such property constitutes Excluded Property (as defined in the applicable Additional Term Documents)).


 






     


     


    

 


(d)            Notwithstanding
anything to the contrary herein, the provisions of this Section 2.5 shall not apply to any Real Property.


 


Section 2.6 Waiver
of Marshalling Until the Discharge of ABL Obligations, the Term Loan Agent, on behalf of itself and the Term Loan Secured
Parties, and any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby,
agrees (including in its capacity as Term Loan Collateral Representative, if applicable) 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 marshalling or other similar right that may otherwise be available under applicable law with respect to the ABL
Priority Collateral or any other similar rights a junior secured creditor may have under applicable law.


 





Until the Discharge of
Term Loan Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, 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 marshalling or other similar right that may otherwise be available under applicable law with respect to the Term Loan Priority
Collateral or any other similar rights a junior secured creditor may have under applicable law.


 


Until the Discharge of
Additional Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, 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 marshalling or other similar right that may otherwise be available under applicable law with respect to the Term Loan Priority
Collateral or any other similar rights a junior secured creditor may have under applicable law (except as may be separately otherwise
agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 


ARTICLE 3


 


Actions of the Parties


 


Section 3.1 Certain
Actions Permitted The Term Loan Agent, the ABL Agent and any Additional Term Agent may make such demands or file such
claims in respect of the Term Loan Obligations, the ABL Obligations or the Additional Term Obligations, as applicable, as are
necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court
orders, or rules of procedure at any time.


 






     


     


    

 


Section 3.2 Agent
for Perfection The ABL Agent, for the benefit of and on behalf of itself and each ABL Secured Party, the Term Loan Agent
(including in its capacity as Term Loan Collateral Representative, if applicable), for the benefit of and on behalf of itself
and each Term Loan Secured Party, and any Additional Term Agent (including in its capacity as Term Loan Collateral
Representative, if and as applicable), for the benefit of and on behalf of itself and each Additional Term Secured Party
represented thereby, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the
Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or
bailees for any of them) as sub-collateral agent and gratuitous bailee for each other solely for the purpose of perfecting
the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of
this Section 3.2. None of the ABL Agent, the ABL Secured Parties, the Term Loan Agent (including in its capacity
as Term Loan Collateral Representative, if applicable), the Term Loan Secured Parties, any Additional Term Agent (including
in its capacity as Term Loan Collateral Representative, if and as applicable), or any Additional Term Secured Parties, as
applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral or the Cash Collateral
is genuine or owned by any Borrower, any Guarantor, or any other Person or to preserve rights or benefits of any Person. The
duties or responsibilities of the ABL Agent, the Term Loan Agent and any Additional Term Agent under this Section 3.2 are
and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as agent for
the other Parties for purposes of perfecting the Lien held by the Term Loan Agent, the ABL Agent or any Additional Term
Agent, as applicable. The ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the Term Loan Agent, the
Term Loan Secured Parties, any Additional Term Agent, any Additional Term Secured Parties, or any other Person. The Term Loan
Agent is not and shall not be deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, any Additional
Term Agent, any Additional Term Secured Parties, or any other Person. Any Additional Term Agent is not and shall not be
deemed to be a fiduciary of any kind for the ABL Agent, the ABL Secured Parties, the Term Loan Agent, the Term Loan Secured
Parties, any other Additional Term Agent or any Additional Term Secured Parties represented by any other Additional Term
Agent, or any other Person. In the event that (a) the Term Loan Agent or any Term Loan Secured Party receives any
Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, (b) the ABL Agent or any ABL
Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or
(c) any Additional Term Agent or any Additional Term Secured Party receives any Collateral or Proceeds of the Collateral
in violation of the terms of this Agreement, then the Term Loan Agent, such Term Loan Secured Party, the ABL Agent, such ABL
Secured Party, such Additional Term Agent, or such Additional Term Secured Party, as applicable, shall promptly pay over such
Proceeds or Collateral to (i) in the case of ABL Priority Collateral or Proceeds thereof, the ABL Agent, or (ii) in
the case of Term Loan Priority Collateral or Proceeds thereof, subject to the provisions of Section 2.3(c)(x) or
Section 2.3(d)(x), as applicable, the Term Loan Collateral Representative, in each case, in the same form as received
with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this
Agreement. Each Credit Party shall deliver all Control Collateral and all Cash Collateral required to be delivered pursuant
to the Credit Documents (i) in the case of ABL Priority Collateral or Proceeds thereof, to the ABL Agent, or
(ii) in the case of Term Loan Priority Collateral or Proceeds thereof, to the Term Loan Collateral Representative.


 






     


     


    

 


Section 3.3 Sharing
of Information and Access In the event that the ABL Agent shall, in the exercise of its rights under the ABL Collateral
Documents or otherwise, receive possession or control of any books and records of any Term Loan Credit Party that contain
information identifying or pertaining to the Term Loan Priority Collateral, such Party shall, at the Credit Parties’
expense, upon written reasonable request of the Term Loan Agent or any Additional Term Agent and as promptly as practicable
thereafter, either make available to such requesting Party such books and records for inspection and duplication or provide
to such requesting Party copies thereof. In the event that the Term Loan Agent or any Additional Term Agent shall, in the
exercise of its rights under the Term Loan Collateral Documents, the Additional Term Collateral Documents or otherwise,
receive possession or control of any books and records of any ABL Credit Party that contain information identifying or
pertaining to any of the ABL Priority Collateral, such Party shall, at the Credit Parties’ expense, upon written
reasonable request from the ABL Agent and as promptly as practicable thereafter, either make available to such requesting
Party such books and records for inspection and duplication or provide to such requesting Party copies thereof. Each Credit
Party, the Term Loan Agent and each Additional Term Agent hereby consent to the non-exclusive royalty free use by the ABL
Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any ABL Priority Collateral
and, in the event that the Term Loan Agent or any Additional Term Agent shall, in the exercise of its rights under the Term
Loan Collateral Documents, the Additional Term Collateral Documents or otherwise, obtain title to any such Intellectual
Property, such Party hereby irrevocably grants the ABL Agent a non-exclusive license or other right to use, without charge,
such Intellectual Property as it pertains to the ABL Priority Collateral in advertising for sale and selling any ABL Priority
Collateral.


 


Section 3.4 Insurance Proceeds
of Collateral include insurance proceeds and, therefore, the Lien Priority shall govern the ultimate disposition of casualty
insurance proceeds. The ABL Agent shall be named as additional insured or loss payee, as applicable, with respect to all
insurance policies relating to ABL Priority Collateral and the Term Loan Collateral Representative shall be named as
additional insured or loss payee, as applicable, with respect to all insurance policies relating to Term Loan Priority
Collateral. The ABL Agent shall have the sole and exclusive right, as against the Term Loan Collateral Representative, to
adjust settlement of insurance claims in the event of any covered loss, theft or destruction of ABL Priority Collateral. The
Term Loan Collateral Representative shall have the sole and exclusive right, as against the ABL Agent, the Term Loan Agent
(other than in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Term Agent (other than
in its capacity as Term Loan Collateral Representative, if applicable), to adjust settlement of insurance claims in the event
of any covered loss, theft or destruction of Term Loan Priority Collateral. All proceeds of such insurance shall be remitted
to the ABL Agent (until the Discharge of ABL Obligations has occurred) or to the Term Loan Collateral Representative (until
the Discharge of Term Loan Collateral Obligations has occurred), as the case may be, and each of the Term Loan Collateral
Representative and the ABL Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance
proceeds in accordance with Section 4.1 hereof. If the ABL Agent or the Term Loan Collateral Representative, as
the case may be, shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of
this Agreement, it shall pay such proceeds over to the ABL Agent or to the Term Loan Collateral Representative, as the case
may be, in accordance with the terms of Section 4.1.


 


Section 3.5 No
Additional Rights For the Credit Parties Hereunder Except as provided in Section 3.6, if any ABL Secured
Party, Term Loan Secured Party or Additional Term Secured Party shall enforce its rights or remedies in violation of the
terms of this Agreement, the Credit Parties shall not be entitled to use such violation as a defense to any action by any ABL
Secured Party, Term Loan Secured Party or Additional Term Secured Party, nor to assert such violation as a counterclaim or
basis for set off or recoupment against any ABL Secured Party, Term Loan Secured Party or Additional Term Secured Party.


 






     


     


    

 


Section 3.6 Actions
Upon Breach If any Term Loan Secured Party, any ABL Secured Party or any Additional Term Secured Party, contrary to this
Agreement, commences or participates in any action or proceeding against the Credit Parties or the Collateral, the Credit
Parties, with the prior written consent of the ABL Agent or the Term Loan Collateral Representative, as applicable, may
interpose as a defense or dilatory plea the making of this Agreement, and any ABL Secured
Party, Term Loan Secured Party or Additional Term Secured Party, as applicable, may intervene and interpose such defense or
plea in its or their name or in the name of the Credit Parties.


 


Section 3.7 Inspection
Rights (a) Without limiting any rights the ABL Agent or any other ABL Secured Party may otherwise have under
applicable law or by agreement, the ABL Agent and the ABL Secured Parties may, at any time and whether or not the Term Loan
Agent (including in its capacity as Term Loan Collateral Representative, if applicable) or any other Term Loan Secured Party
or any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) or any other
Additional Term Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies (the “ABL
Permitted Access Right”), during normal business hours on any business day, access ABL Priority Collateral that
(A) is stored or located in or on, (B) has become an accession with respect to (within the meaning of
Section 9-335 of the Uniform Commercial Code), or (C) has been commingled with (within the meaning of
Section 9-336 of the Uniform Commercial Code), Term Loan Priority Collateral (collectively, the “ABL Commingled
Collateral”), for the limited purposes of assembling, inspecting, copying or downloading information stored on,
taking actions to perfect its Lien on, completing a production run of inventory involving, taking possession of, moving,
selling, storing or otherwise dealing with, or to Exercise Any Secured Creditor Remedies with respect to, the ABL Commingled
Collateral, in each case without notice to, the involvement of or interference by any Term Loan Secured Party or Additional
Term Secured Party or liability to any Term Loan Secured Party or Additional Term Secured Party, except as specifically
provided below. In addition, subject to the terms hereof, the ABL Agent may advertise and conduct public auctions or private
sales of the ABL Priority Collateral without notice to, the involvement of or interference by any Term Loan Secured Party or
Additional Term Secured Party (including the Term Loan Collateral Representative) or liability to any Term Loan Secured Party
or Additional Term Secured Party (including the Term Loan Collateral Representative). In the event that any ABL Secured Party
has commenced and is continuing to Exercise Any Secured Creditor Remedies with respect to any ABL Commingled Collateral, the
Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Term
Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may not sell, assign or otherwise
transfer the related Term Loan Priority Collateral prior to the expiration of the 180-day period commencing on the date such
ABL Secured Party begins to Exercise Any Secured Creditor Remedies, unless the purchaser, assignee or transferee thereof
agrees to be bound by the provisions of this Section 3.7. If any stay or other order that prohibits the ABL Agent
and other ABL Secured Parties from commencing and continuing to Exercise Any Secured Creditor Remedies with respect to ABL
Commingled Collateral has been entered by a court of competent jurisdiction, such 180-day period shall be tolled during the
pendency of any such stay or other order. During the period of actual occupation, use and/or control by the ABL Agent or ABL
Secured Parties (or their respective employees, agents, advisers and representatives) of any Term Loan Priority Collateral,
the ABL Agent and the ABL Secured Parties shall be obligated to repair at their expense any physical damage (but not any
diminution in value) to such Term Loan Priority Collateral resulting from such occupancy, use or control, and to leave such
Term Loan Priority Collateral in substantially the same condition as it was at the commencement of such occupancy, use or
control, ordinary wear and tear excepted.  In no event shall the ABL Agent or the ABL Secured Parties have any liability
to the Term Loan Agent and/or to the Term Loan Secured Parties or to any Additional Term Agent or any Additional Term Secured
Parties hereunder as a result of any condition (including any environmental condition, claim or liability) on or with respect
to the Term Loan Priority Collateral existing prior to the date of the exercise by the ABL Agent of its rights or the
exercise by the ABL Secured Parties of their rights under this Agreement. The ABL Agent and ABL Secured Parties shall use
commercially reasonable efforts to cooperate with the Term Loan Collateral Secured Parties and/or the Term Loan Collateral
Representative in connection with any efforts made by the Term Loan Collateral Secured Parties and/or the Term Loan
Collateral Representative to sell the Term Loan Priority Collateral.


 



     


     


    

 





(b)            The
Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and the other Term Loan Secured
Parties and any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any
other Additional Term Secured Parties shall use commercially reasonable efforts to not hinder or obstruct the ABL Agent and the
other ABL Secured Parties from exercising the ABL Permitted Access Right.


 


(c)            Subject
to the terms hereof, the Term Loan Collateral Representative may advertise and conduct public auctions or private sales of the
Term Loan Priority Collateral without notice to, the involvement of or interference by any ABL Secured Party or liability to any
ABL Secured Party.


 


Section 3.8 Purchase
Rights


 


(a)            If
(i) the ABL Agent or “Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license
or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency
Proceeding with respect to the ABL Borrower shall have occurred or shall have been commenced, or (iii) the ABL
Obligations under the ABL Credit Agreement shall have been accelerated (including as a result of any automatic acceleration)
or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in
clauses (i) through (iii) herein above, a “Purchase Option Event”), the ABL Agent shall
promptly, and in any event within ten (10) Business Days, notify the Term Loan Agent in writing of the occurrence of a
Purchase Option Event described in clause (i) or clause (iii) above, the amount of ABL Obligations then outstanding
and the amount of cash collateral requested by the ABL Agent to be delivered pursuant to Section 3.8(b)(ii) below
(a “Purchase Option Event Notice”). The Term Loan Secured Parties shall have the opportunity to purchase
(at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided,
that such option shall expire if none of the Term Loan Secured Parties deliver a notice (a “Purchase
Notice”) to the ABL Agent with a copy to the Borrower within thirty (30) Business Days following (x) in the
case of a Purchase Option Event described in clause (i) or (iii) above, receipt by the Term Loan Agent of a
Purchase Option Event Notice, or (y) in the case of a Purchase Option Event described in clause (ii) above, the
occurrence of such Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Loan Secured
Parties committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the ABL
Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL
Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this
Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the
Purchasing Creditors shall have from the date of delivery thereof to and including the date that is not less than five
(5) nor more than twenty (20) Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but
not less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the
 “Purchase Date”).


 






     


     


    

 


(b)            On
the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any
Governmental Authority then in effect, sell to the Purchasing Creditors all (but not less than all) of the ABL Obligations.
On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured
Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL
Obligations then outstanding together with all accrued and unpaid interest, fees, and expenses thereon, all in the amounts
reasonably determined by the ABL Agent in accordance with the applicable ABL Documents, (ii) furnish such amount of cash
collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure the ABL Secured
Parties in connection with any issued and outstanding letters of credit issued under the ABL Credit Agreement but not in any
event in an amount greater than 105% of the aggregate undrawn amount of all such outstanding letters of credit (any excess of
such cash collateral for such letters of credit remaining at such time when there are no longer any such letters of credit
outstanding and there are no unreimbursed amounts then owing in respect of drawings under such letters of credit shall be
promptly paid over to the Purchasing Creditors), (iii) furnish Cash Management Collateralization (as such term is
defined in the ABL Credit Agreement) with respect to any Cash Management Obligations (as such term is defined in the ABL
Credit Agreement), (iv) with respect to Hedging Obligations (as such term is defined in the ABL Credit Agreement) and
indemnification obligations, furnish cash collateral with respect thereto, to the extent required in connection with the
payment in full of the ABL Obligations pursuant to the terms of the ABL Credit Agreement, and (v) agree to reimburse the
ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks,
wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under
the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not yet received final payment as of the
Purchase Date. Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of
the ABL Agent (for the benefit of the ABL Secured Parties) as the ABL Agent shall have specified in writing to the Purchasing
Creditors. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable
Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m.,
New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable
Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New
York time.


 






     


     


    

 


(c)            Any
purchase pursuant to the purchase option set forth in this Section 3.8 shall, except as provided below, be expressly
made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations,
the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations,
the collateral or otherwise, except that the ABL Agent and each of the ABL Secured Parties, as to itself only, shall represent
and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with
such purchase, which shall include (i) the principal amount of the ABL Obligations being sold by it, (ii) that such Person
has not created any Lien on any ABL Obligations being sold by it, and (iii) that such Person has the right to assign the ABL
Obligations being assigned by it and its assignment agreement has been duly authorized and delivered.


 


(d)            Upon
notice to the Credit Parties by the Term Loan Agent that the purchase of ABL Obligations pursuant to this Section 3.8
has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Purchasing
Creditors as holders of the ABL Obligations and a representative designated by the Purchasing Creditors (which may be the Term
Loan Agent if the Term Loan Agent consents to such designation in its sole discretion) shall be deemed appointed to act in such
capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”)
under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that neither the Term Loan Agent
nor the ABL Agent shall have any obligation to act as such replacement “agent”, “administrative agent”
or “collateral agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this
Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Purchasing Creditors
on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the
ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with
any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or
in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts
of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register
and participant register, if applicable, and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise
take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent, in each case at the
expense of the Loan Parties. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8,
the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an “agent”,
 “administrative agent” or “collateral agent” for the ABL Secured Parties under the ABL Documents; provided
that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of the rights and benefits of
a former “agent”, “administrative agent” or “collateral agent” under the ABL Credit Agreement.





 






     


     


    

 





(e)            Notwithstanding
the foregoing purchase of the ABL Obligations by the Purchasing Creditors, the ABL Secured Parties shall retain those contingent
indemnification obligations and other obligations under the ABL Documents which by their express terms would survive any repayment
of the ABL Obligations pursuant to this Section 3.8.


 


(f)            For
the avoidance of doubt, notwithstanding anything to the contrary herein, (i) any obligations to pay the purchase price, furnish
cash collateral, or reimburse the ABL Secured Parties in connection with the exercise of the purchase option set forth herein shall
be obligations of the Purchasing Creditors (and not the Term Loan Agent) and (ii) the Term Loan Agent shall have no obligations
under this Section 3.8 except to the extent it is required to act in an administrative capacity for the Term Loan Secured
Parties in accordance with the Term Loan Documents.


 


ARTICLE 4


 


Application of Proceeds


 


Section 4.1 Application
of Proceeds.


 


(a)            Revolving
Nature of ABL Obligations. The Term Loan Agent, for and on behalf of itself and the Term Loan Secured Parties, and any Additional
Term Agent, for and on behalf of itself and any Additional Term Secured Parties represented thereby, expressly acknowledge and
agree that (i) if any ABL Credit Agreement includes a revolving commitment, in the ordinary course of business the ABL Agent
and the ABL Secured Parties will apply payments and make advances thereunder, and no application of any Payment Collateral or Cash
Collateral or the release of any Lien by the ABL Agent upon any portion of the Collateral in connection with a permitted disposition
under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount
of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed,
the terms of the ABL Obligations may be modified, extended or amended from time to time, and the aggregate amount of the ABL Obligations
may be increased, replaced or refinanced, in each event, without notice to or consent by the Term Loan Secured Parties (in the
case of the Term Loan Agent) or the applicable Additional Term Secured Parties (in the case of such Additional Term Agent) and
without affecting the provisions hereof; and (iii) all Payment Collateral or Cash Collateral received by the ABL Agent may
be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided,
however, that from and after the date on which the ABL Agent (or any ABL Secured Party) commences the Exercise of Secured
Creditor Remedies (other than, prior to the acceleration of any of the Term Loan Obligations or any Additional Term Obligations,
the exercise of its rights in accordance with Section 2.20 of the ABL Credit Agreement), all amounts received by the
ABL Agent or any ABL Secured Party as a result of such Exercise of Secured Creditor Remedies shall be applied as specified in this
Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement,
extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the ABL Obligations, the Term
Loan Obligations, or any Additional Term Obligations, or any portion thereof.





 





(b)            [reserved]


 






     


     


    

 


(c)            Application
of Proceeds of ABL Priority Collateral. The ABL Agent, the Term Loan Agent and any Additional Term Agent hereby agree that
all ABL Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured Creditor
Remedies or any Insolvency Proceeding shall be applied, subject to Section 4.1(g),


 


first,
to the payment of costs and expenses of the ABL Agent in connection with such Exercise of Secured Creditor Remedies,


 


second,
to the payment of the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations shall
have occurred,


 


third,
to the payment of (x) the Term Loan Obligations and in accordance with the Term Loan Credit Agreement until the Discharge
of Term Loan Obligations shall have occurred and (y) any Additional Term Obligations in accordance with the applicable Additional
Term Credit Facility until the Discharge of Additional Term Obligations shall have occurred, which payment shall be made between
and among the Term Loan Obligations and any Additional Term Obligations on a pro rata basis (except (i) with respect
to allocation of payments between the Term Loan Obligations and any Additional Term Obligations, as may be separately otherwise
agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and (ii) with respect
to allocation of payments among Additional Term Agents, as may be separately otherwise agreed in writing by and between or among
any applicable Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby),
and


 


fourth,
the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct.


 


Each ABL
Agent, Term Loan Agent and Additional Term Agent shall provide the ABL Agent and the Term Loan Collateral Representative with such
information about the ABL Obligations or Term Loan Collateral Obligations represented by it as they may reasonably request in order
to carry out the purposes of this Section 4.1.


 


(d)            Application
of Proceeds of Term Loan Priority Collateral. The ABL Agent, the Term Loan Agent and any Additional Term Agent hereby agree
that all Term Loan Priority Collateral, and all Proceeds thereof, received by any of them in connection with any Exercise of Secured
Creditor Remedies or any Insolvency Proceeding shall be applied, subject to Section 4.1(g),


 


first,
to the payment of costs and expenses of the Term Loan Agent or any Additional Term Agent, as applicable, in connection with such
Exercise of Secured Creditor Remedies,





 






     


     


    

 


second,
to the payment of (x) the Term Loan Obligations in accordance with the Term Loan Credit Agreement until the Discharge of Term
Loan Obligations shall have occurred and (y) any Additional Term Obligations in accordance with the applicable Additional
Term Credit Facility until the Discharge of Additional Term Obligations shall have occurred, which payment shall be made between
and among the Term Loan Obligations and any Additional Term Obligations on a pro rata basis (except (i) with respect
to allocation of payments between the Term Loan Obligations and any Additional Term Obligations, as may be separately otherwise
agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and (ii) with respect
to allocation of payments among Additional Term Agents, as may be separately otherwise agreed in writing by and between or among
any applicable Additional Term Agents, in each case on behalf of itself and the Additional Term Secured Parties represented thereby),


 


third,
to the payment of the ABL Obligations in accordance with the ABL Credit Agreement until the Discharge of ABL Obligations shall
have occurred, and


 


fourth,
the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent
jurisdiction may direct,


 


except, in the case of application of Term
Loan Priority Collateral and Proceeds thereof as between Additional Term Obligations and ABL Obligations, as may be separately
otherwise agreed in writing by and between any applicable Additional Term Agent, on behalf of itself and the Additional Term Secured
Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties, with respect to the Additional
Term Obligations owing to any of such Additional Term Agent and Additional Term Secured Parties. Each ABL Agent, Term Loan Agent
and Additional Term Agent shall provide the ABL Agent and the Term Loan Collateral Representative with such information about the
ABL Obligations or Term Loan Collateral Obligations represented by it as they may reasonably request in order to carry out the
purposes of this Section 4.1.


 


(e)            Limited
Obligation or Liability.


 


(i)            In
exercising remedies, whether as a secured creditor or otherwise, the ABL Agent shall have no obligation or liability to the
Term Loan Agent or any Term Loan Secured Party regarding the adequacy of any Proceeds or for any action or omission, save and
except solely for an action or omission that breaches the express obligations undertaken by the ABL Agent under the terms of
this Agreement. In exercising remedies, whether as a secured creditor or otherwise, the ABL Agent shall have no obligation or
liability to any Additional Term Agent or any Additional Term Secured Party, regarding the adequacy of any Proceeds or for
any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by
the ABL Agent under the terms of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of
itself and the ABL Secured Parties).


 






     


     


    

 


(ii)            In
exercising remedies, whether as a secured creditor or otherwise, the Term Loan Agent (including in its capacity as Term Loan Collateral
Representative, if applicable) shall have no obligation or liability to the ABL Agent or any ABL Secured Party regarding the adequacy
of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations
undertaken by the Term Loan Agent under the terms of this Agreement. In exercising remedies, whether as a secured creditor or otherwise,
the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) shall have no obligation
or liability to any Additional Term Agent or any Additional Term Secured Party, regarding the adequacy of any Proceeds or for any
action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by the Term
Loan Agent under the terms of this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf
of itself and the Term Loan Secured Parties).


 


(iii)            In
exercising remedies, whether as a secured creditor or otherwise, any Additional Term Agent (including in its capacity as Term Loan
Collateral Representative, if and as applicable) shall have no obligation or liability to the ABL Agent or any ABL Secured Party
regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches
the express obligations undertaken by such Additional Term Agent under the terms of this Agreement (except as may be separately
otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). In exercising remedies, whether as a
secured creditor or otherwise, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if
and as applicable) shall have no obligation or liability to the Term Loan Agent or any Term Loan Secured Party regarding the adequacy
of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations
undertaken by such Additional Term Agent under the terms of this Agreement (except as may be separately otherwise agreed in writing
by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and
the Term Agent, on behalf of itself and the Term Loan Secured Parties). In exercising remedies, whether as a secured creditor or
otherwise, any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if and as applicable) shall
have no obligation or liability to any other Additional Term Agent or any Additional Term Secured Parties represented by such other
Additional Term Agent regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action
or omission that breaches the express obligations undertaken by such Additional Term Agent under the terms of this Agreement (except
as may be separately otherwise agreed in writing by and between such Additional Term Agents, in each case on behalf of itself and
the Additional Term Secured Parties represented thereby).


 


(f)            Turnover
of Cash Collateral After Discharge. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Term Loan Collateral
Representative or shall execute such documents as the Company or the Term Loan Collateral Representative may reasonably request
to enable the Term Loan Collateral Representative to have control over any Control Collateral or Cash Collateral still in the ABL
Agent’s possession, custody, or control in the same form as received with any necessary endorsements, or as a court of competent
jurisdiction may otherwise direct. As between (i) the Term Loan Collateral Representative and (ii) the Term Loan Agent
and any Additional Term Agent (other than the Term Loan Collateral Representative), any such Control Collateral or Cash Collateral
held by the Term Loan Collateral Representative shall be held by it subject to the terms and conditions of Section 3.2.
Upon the Discharge of Term Loan Collateral Obligations, the Term Loan Collateral Representative shall, at the Credit Parties’
expense, deliver to the ABL Agent or shall execute such documents as the Company or the ABL Agent may reasonably request to enable
the ABL Agent to have control over any Control Collateral or Cash Collateral still in the Term Loan Collateral Representative’s
possession, custody or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction
may otherwise direct.


 






     


     


    

 


(g)            Intervening
Creditor. Notwithstanding anything in Sections 4.1(c) or (d) to the contrary, (i) with respect
to any Collateral for which a third party (other than a Term Loan Collateral Secured Party) has a Lien or security interest that
is junior in priority to the Lien or security interest of any Series of Term Loan Collateral Obligations but senior (as determined
by appropriate legal proceedings in the case of any dispute) to the Lien or security interest of any other Series of Term
Loan Collateral Obligations (such third party an “Intervening Term Creditor”), the value of any Collateral or
Proceeds that are allocated to such Intervening Term Creditor shall be deducted on a ratable basis solely from the Collateral or
Proceeds thereof to be distributed in respect of the Series of Term Loan Collateral Obligations with respect to which such
Impairment exists and (ii) with respect to any Collateral for which a third party (other than an ABL Secured Party) has a
Lien or security interest that is junior in priority to the Lien or security interest of any Series of ABL Obligations but
senior (as determined by appropriate legal proceedings in the case of any dispute) to the Lien or security interest of any other
Series of ABL Obligations (such third party an “Intervening ABL Secured Party”), the value of any Collateral
or Proceeds that are allocated to such Intervening ABL Secured Party shall be deducted on a ratable basis solely from the Collateral
or Proceeds thereof to be distributed in respect of the Series of ABL Obligations with respect to which such Impairment exists.
In the event that any ABL Secured Party turns over any Proceeds of Term Loan Priority Collateral to any Term Loan Collateral Secured
Party as required by Section 4.1, such ABL Secured Party shall be subrogated to the rights of such Term Loan Collateral
Secured Parties; provided however, that any such subrogation shall be subject to Section 7.1 hereof. In the event that
any Term Loan Collateral Secured Party turns over any Proceeds of ABL Priority Collateral to any ABL Secured Party as required
by Section 4.1, such Term Loan Collateral Secured Party shall be subrogated to the rights of such ABL Secured Parties;
provided however, that any such subrogation shall be subject to Section 7.1 hereof.


 


Section 4.2 Specific
Performance Each of the ABL Agent, the Term Loan Agent and any Additional Term Agent is hereby authorized to demand
specific performance of this Agreement, whether or not any Borrower or any Guarantor shall have complied with any of the
provisions of any of the Credit Documents, at any time when any other Party shall have failed to comply with any of the
provisions of this Agreement applicable to it. Each of the ABL Agent, for and on behalf of itself and the ABL Secured
Parties, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), for and on
behalf of itself and the Term Loan Secured Parties, and any Additional Term Agent (including in its capacity as Term Loan
Collateral Representative, if and as applicable), for and on behalf of itself and any Additional Term Secured Parties
represented thereby, hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as
a bar to such remedy of specific performance.


 






     


     


    

 



 


Section 4.3 Sale
of Collateral Comprising Both ABL Priority Collateral and Term Loan Priority Collateral


 


In the event that
prior to the Discharge of ABL Obligations, proceeds of the Collateral are received in connection with a Disposition, loss,
condemnation or other disposition (whether voluntary or involuntary) of Collateral that involves both ABL Priority Collateral
and Term Loan Priority Collateral, for the purposes of this Agreement with respect to such Disposition, loss, condemnation or
other disposition, the ABL Agent and the Term Loan Collateral Representative shall use commercially reasonable efforts in
good faith to allocate the Proceeds received in connection with such Disposition, loss, condemnation or other disposition of
such Collateral to the ABL Priority Collateral and the Term Loan Priority Collateral. If the ABL Agent and the Term Loan
Collateral Representative are unable to agree on such allocation within five (5) Business Days (or such other period of
time as the ABL Agent and the Term Loan Collateral Representative agree) of the consummation of such Disposition, loss,
condemnation or other disposition, (i) the ABL Priority Collateral comprised in such Collateral consisting of Accounts
(as described in sub-clause (1) of the definition of “ABL Priority Collateral” but excluding any Accounts to
the extent excluded pursuant to the parenthetical in such sub-clause (1) as provided for therein) shall be deemed to
have a valuation equal to the net book value of each such Account (the “Accounts Amount”) and
(ii) the ABL Priority Collateral comprised in such Collateral consisting of Inventory shall be deemed to have a value
equal to the net book value of such Inventory (the “Inventory Amount”, and together with the Accounts
Amount, the “ABL Amount”), in each case determined at the time of such Disposition, loss, condemnation or
disposition, and such Proceeds shall constitute (1) first, in an amount equal to the ABL Amount, ABL Priority Collateral
and (2) second, to the extent of any balance remaining in excess of the ABL Amount, Term Loan Priority Collateral, provided
that to the extent that the ABL Priority Collateral subject to such Disposition, loss, condemnation or other disposition
includes assets other than Accounts and Inventory, at the option of the ABL Agent, the appraised value of such other assets
may be used for the purposes of the allocation of such Proceeds to the ABL Priority Collateral based on the then most current
satisfactory appraisal received by the ABL Agent with respect thereto. In the event that proceeds are received in connection
with a Disposition of all or substantially all of the Capital Stock issued by any Grantor, or any amounts are received in
respect of Capital Stock of, or Intercompany Loans issued by, any Grantor in an Insolvency Proceeding, such amounts shall be
deemed to be proceeds received from a Disposition of ABL Priority Collateral and Term Loan Priority Collateral (in proportion
to ABL Priority Collateral and Term Loan Priority Collateral owned at such time by the Grantor) and shall be applied as
provided in the preceding sentence. It is understood and agreed that any Intellectual Property shall not be subject to this
Section 4.3 and shall not constitute ABL Priority Collateral.


 






     


     


    




 


ARTICLE 5


 


Intercreditor Acknowledgements and Waivers


 


Section 5.1 Notice
of Acceptance and Other Waivers


 


(a)            All ABL Obligations
at any time made or incurred by any Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this
Agreement, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Term Agent, on behalf
of itself and any Additional Term Secured Parties represented thereby, hereby waives notice of acceptance of, or proof of reliance
by the ABL Agent or any ABL Secured Party on, this Agreement, and notice of the existence, increase, renewal, extension, accrual,
creation, or non-payment of all or any part of the ABL Obligations. All Term Loan Obligations at any time made or incurred by any
Borrower or any Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the ABL Agent, on
behalf of itself and the ABL Secured Parties, and any Additional Term Agent, on behalf of itself and any Additional Term Secured
Parties represented thereby, hereby waives notice of acceptance, or proof of reliance, by the Term Loan Agent or any Term Loan
Secured Party of this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or non-payment of
all or any part of the Term Loan Obligations. All Additional Term Obligations at any time made or incurred by any Borrower or any
Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the Term Loan Agent, on behalf of
itself and the Term Loan Secured Parties, the ABL Agent, on behalf of itself and any ABL Secured Parties, and any other Additional
Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, hereby waives notice of acceptance,
or proof of reliance by any Additional Term Agent or any Additional Term Secured Parties of this Agreement, and notice of the existence,
increase, renewal, extension, accrual, creation, or non-payment of all or any part of the Additional Term Obligations.


 


(b)            None
of the ABL Agent, any ABL Secured Party, or any of their respective Affiliates, directors, officers, employees, or agents
shall be liable to the Term Loan Agent or any Term Loan Secured Party for failure to demand, collect, or realize upon any of
the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose
of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or
Proceeds thereof, except as specifically provided in this Agreement. If the ABL Agent or any ABL Secured Party honors (or
fails to honor) a request by any Borrower for an extension of credit pursuant to any ABL Credit Agreement or any of the other
ABL Documents, whether the ABL Agent or any ABL Secured Party has knowledge that the honoring of (or failure to honor) any
such request would constitute a default under the terms of any Term Loan Credit Agreement or any other Term Loan Document
(but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of
time, or both, would constitute such a default, or if the ABL Agent or any ABL Secured Party otherwise should exercise
any of its contractual rights or remedies under any ABL Documents (subject to the express terms and conditions hereof),
neither the ABL Agent nor any ABL Secured Party shall have any liability whatsoever to the Term Loan Agent or any Term Loan
Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express
terms and provisions of this Agreement). The ABL Agent and the ABL Secured Parties shall be entitled to manage and supervise
their loans and extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their
sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or
interests that the Term Loan Agent or any Term Loan Secured Party has in the Collateral, except as otherwise expressly set
forth in this Agreement. The Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, agrees that neither the
ABL Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease, license, application, or other
disposition of all or any portion of the Collateral or Proceeds thereof, pursuant to the ABL Documents, so long as such
disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this
Agreement.


 






     


     


    




 


(c)             None of the ABL Agent, any ABL Secured Party, or any of their respective
Affiliates, directors, officers, employees, or agents shall be liable to any Additional Term Agent or any Additional Term
Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in
doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any
other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in
this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf
of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL
Secured Parties). If the ABL Agent or any ABL Secured Party honors (or fails to honor) a request by any Borrower for an
extension of credit pursuant to any ABL Credit Agreement or any of the other ABL Documents, whether the ABL Agent or any ABL
Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the
terms of any Additional Term Credit Facility or any other Additional Term Document (but not a default under this Agreement)
or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a
default, or if the ABL Agent or any ABL Secured Party otherwise should exercise any of its contractual rights or remedies
under any ABL Documents (subject to the express terms and conditions hereof), neither the ABL Agent nor any ABL Secured Party
shall have any liability whatsoever to any Additional Term Agent or any Additional Term Secured Party as a result of such
action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this
Agreement) (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of
itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL
Secured Parties). The ABL Agent and the ABL Secured Parties shall be entitled to manage and supervise their loans and
extensions of credit under any ABL Credit Agreement and any of the other ABL Documents as they may, in their sole discretion,
deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that any
Additional Term Agent or any Additional Term Secured Party has in the Collateral, except as otherwise expressly set forth in
this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf
of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the
ABL Secured Parties). Any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented
thereby, agrees that neither the ABL Agent nor any ABL Secured Party shall incur any liability as a result of a sale, lease,
license, application, or other disposition of all or any portion of the Collateral or Proceeds thereof, pursuant to the ABL
Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not
breach the provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on
behalf of itself and the ABL Secured Parties).


 






     


     


    

 


(d)            None
of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the Term Loan Secured
Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the ABL Agent or any
ABL Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing
so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action
whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If
the Term Loan Agent or any Term Loan Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit
pursuant to any Term Loan Credit Agreement or any of the other Term Loan Documents, whether the Term Loan Agent or any Term Loan
Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms
of any ABL Credit Agreement or any other ABL Document (but not a default under this Agreement) or an act, condition, or event that,
with the giving of notice or the passage of time, or both, would constitute such a default, or if the Term Loan Agent or any Term
Loan Secured Party otherwise should exercise any of its contractual rights or remedies under the Term Loan Documents (subject to
the express terms and conditions hereof), neither the Term Loan Agent nor any Term Loan Secured Party shall have any liability
whatsoever to the ABL Agent or any ABL Secured Party as a result of such action, omission, or exercise (so long as any such exercise
does not breach the express terms and provisions of this Agreement). The Term Loan Agent and the Term Loan Secured Parties shall
be entitled to manage and supervise their loans and extensions of credit under the Term Loan Documents as they may, in their sole
discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that
the ABL Agent or any ABL Secured Party has in the Collateral, except as otherwise expressly set forth in this Agreement. The ABL
Agent, on behalf of itself and the ABL Secured Parties, agrees that none of the Term Loan Agent (including in its capacity as Term
Loan Collateral Representative, if applicable) or the Term Loan Secured Parties shall incur any liability as a result of a sale,
lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Term Loan
Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach
the provisions of this Agreement.


 






     


     


    

 


(e)             None
of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), the Term Loan
Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to
any Additional Term Agent or any Additional Term Secured Party for failure to demand, collect, or realize upon any of the
Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of
any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or
Proceeds thereof, except as specifically provided in this Agreement (except as may be separately otherwise agreed in writing
by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby,
and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). If the Term Loan Agent or any Term Loan
Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any Term Loan
Credit Agreement or any of the other Term Loan Documents, whether the Term Loan Agent or any Term Loan Secured Party has
knowledge that the honoring of (or failure to honor) any such request would constitute a
default under the terms of any Additional Term Credit Facility or any other Additional Term Document (but not a default under
this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would
constitute such a default, or if the Term Loan Agent or any Term Loan Secured Party otherwise should exercise any of its
contractual rights or remedies under the Term Loan Documents (subject to the express terms and conditions hereof), neither
the Term Loan Agent nor any Term Loan Secured Party shall have any liability whatsoever to any Additional Term Agent or any
Additional Term Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach
the express terms and provisions of this Agreement) (except as may be separately otherwise agreed in writing by and between
such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term
Loan Agent, on behalf of itself and the Term Loan Secured Parties). The Term Loan Agent and the Term Loan Secured Parties
shall be entitled to manage and supervise their loans and extensions of credit under the Term Loan Documents as they may, in
their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or
interests that any Additional Term Agent or any Additional Term Secured Party has in the Collateral, except as otherwise
expressly set forth in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on
behalf of itself and the Term Loan Secured Parties). Any Additional Term Agent, on behalf of itself and any Additional Term
Secured Parties represented thereby, agrees that none of the Term Loan Agent (including in its capacity as Term Loan
Collateral Representative, if applicable) or the Term Loan Secured Parties shall incur any liability as a result of a sale,
lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Term
Loan Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does
not breach the provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan
Agent, on behalf of itself and the Term Loan Secured Parties).


 


(f)             None
of any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any
Additional Term Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be
liable to the ABL Agent or any ABL Secured Party for failure to demand, collect, or realize upon any of the Collateral or any Proceeds,
or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds
thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as
specifically provided in this Agreement (except as may be separately otherwise agreed in writing by and between such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on
behalf of itself and the ABL Secured Parties). If any Additional Term Agent or any Additional Term Secured Party honors (or
fails to honor) a request by any Borrower for an extension of credit pursuant to any Additional Term Credit Facility or any
of the other Additional Term Documents, whether such Additional Term Agent or any Additional Term Secured Party has knowledge
that the honoring of (or failure to honor) any such request would constitute a default under
the terms of any ABL Credit Agreement or any other ABL Document (but not a default under this Agreement) or an act,
condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if
any Additional Term Agent or any Additional Term Secured Party otherwise should exercise any of its contractual rights or
remedies under the Additional Term Documents (subject to the express terms and conditions hereof), neither such Additional
Term Agent nor any Additional Term Secured Party shall have any liability whatsoever to the ABL Agent or any ABL Secured
Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and
provisions of this Agreement) (except as may be separately otherwise agreed in writing by and between such Additional Term
Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of
itself and the ABL Secured Parties). Any Additional Term Agent and any Additional Term Secured Parties shall be entitled to
manage and supervise their loans and extensions of credit under the Additional Term Documents as they may, in their sole
discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests
that the ABL Agent or any ABL Secured Party has in the Collateral, except as otherwise expressly set forth in this Agreement
(except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and
the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).
The ABL Agent, on behalf of itself and the ABL Secured Parties agrees that none of any Additional Term Agent (including in
its capacity as Term Loan Collateral Representative, if applicable) or any Additional Term Secured Parties shall incur any
liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds
thereof, pursuant to the Additional Term Documents, so long as such disposition is conducted in accordance with mandatory
provisions of applicable law and does not breach the provisions of this Agreement (except as may be separately otherwise
agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 






     


     


    

 


(g)            None
of any Additional Term Agent (including in its capacity as Term Collateral Representative, if applicable), any Additional
Term Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be liable to the
Term Loan Agent or any Term Loan Secured Party for failure to demand, collect, or realize upon any of the Collateral or any
Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or
Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except
as specifically provided in this Agreement (except as may be separately otherwise agreed in writing by and between such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term
Loan Agent, on behalf of itself and the Term Loan Secured Parties). If any Additional Term Agent or any Additional Term
Secured Party honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any Additional Term
Credit Facility or any of the other Additional Term Documents, whether such Additional Term Agent or any Additional Term
Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the
terms of the Term Loan Credit Agreement or any other Term Loan Document (but not a default under this Agreement) or an act,
condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if
any Additional Term Agent or any Additional Term Secured Party otherwise should exercise any of its contractual rights or
remedies under the Additional Term Documents (subject to the express terms and conditions hereof), neither such Additional
Term Agent nor any Additional Term Secured Party shall have any liability whatsoever to the Term Loan Agent or any Term Loan
Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express
terms and provisions of this Agreement) (except as may be separately otherwise agreed in writing by and between such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan
Agent, on behalf of itself and the Term Loan Secured Parties). Any Additional Term Agent and any Additional Term Secured
Parties shall be entitled to manage and supervise their loans and extensions of credit under the Additional Term Documents as
they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to
any rights or interests that the Term Loan Agent or any Term Loan Secured Party has in the Collateral, except as otherwise
expressly set forth in this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on
behalf of itself and the Term Loan Secured Parties). The Term Loan Agent, on behalf of itself and the Term Loan Secured
Parties, agrees that none of any Additional Term Agent (including in its capacity as Term Collateral Representative, if
applicable) or any Additional Term Secured Parties shall incur any liability as a result of a sale, lease, license,
application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the Additional Term
Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not
breach the provisions of this Agreement (except as may be separately otherwise agreed in writing by and between such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan
Agent, on behalf of itself and the Term Loan Secured Parties).


 






     


     


    




 


(h)            None
of any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any
Additional Term Secured Parties or any of their respective Affiliates, directors, officers, employees, or agents shall be
liable to any other Additional Term Agent or any Additional Term Secured Party represented thereby for failure to demand,
collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any
obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with
regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement (except as may be
separately otherwise agreed in writing by and between such Additional Term Agents, in each case on behalf of itself and the
Additional Term Secured Parties represented thereby). If any Additional Term Agent or any Additional Term Secured Party
honors (or fails to honor) a request by any Borrower for an extension of credit pursuant to any Additional Term Credit
Facility or any of the other Additional Term Documents, whether such Additional Term Agent or any Additional Term Secured
Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of
any Additional Term Credit Facility or any other Additional Term Document to which any other Additional Term Agent or any
Additional Term Secured Party represented by such other Additional Term Agent is party or beneficiary (but not a default
under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would
constitute such a default, or if any Additional Term Agent or any Additional Term Secured Party otherwise should exercise any
of its contractual rights or remedies under the Additional Term Documents (subject to the express terms and conditions
hereof), neither such Additional Term Agent nor any Additional Term Secured Party shall have any liability whatsoever to any
other Additional Term Agent or any Additional Term Secured Party represented by such other Additional Term Agent, as a result
of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this
Agreement) (except as may be separately otherwise agreed in writing by and between such Additional Term Agents, in each case
on behalf of itself and the Additional Term Secured Parties represented thereby). Any Additional Term Agent and any
Additional Term Secured Parties shall be entitled to manage and supervise their loans and extensions of credit under the
Additional Term Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions
of credit without regard to any rights or interests that any other Additional Term Agent or any Additional Term Secured Party
represented by such other Additional Term Agent, has in the Collateral, except as otherwise expressly set forth in this
Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agents, in each case
on behalf of itself and the Additional Term Secured Parties represented thereby). Any Additional Term Agent, on behalf of
itself and the Additional Term Secured Parties represented thereby, agrees that none of any other Additional Term Agent
(including in its capacity as Term Loan Collateral Representative, if applicable) or any Additional Term Secured Party
represented thereby shall incur any liability as a result of a sale, lease, license, application, or other disposition of the
Collateral or any part or Proceeds thereof, pursuant to the Additional Term Documents, so long as such disposition is
conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement
(except as may be separately otherwise agreed in writing by and between such Additional Term Agents, in each case on behalf
of itself and the Additional Term Secured Parties represented thereby).


 






     


     


    

 





Section 5.2 Modifications
to ABL Documents and Term Loan Documents


 


(a) The Term Loan
Agent, on behalf of itself and the Term Loan Secured Parties, hereby agrees that, without affecting the obligations of the Term
Loan Agent and the Term Loan Secured Parties hereunder, the ABL Agent and the ABL Secured Parties may, at any time and from time
to time, in their sole discretion without the consent of or notice to the Term Loan Agent or any Term Loan Secured Party (except
to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any
liability to the Term Loan Agent or any Term Loan Secured Party or impairing or releasing the subordination provided for herein,
amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the ABL Documents
in any manner whatsoever, including, to:


 


(i)             change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the ABL Obligations or otherwise amend,
restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the
ABL Obligations or any of the ABL Documents;


 


(ii)            subject
to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the ABL Obligations,
and in connection therewith to enter into any additional ABL Documents;


 


(iii)            amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the ABL Obligations;


 


(iv)            subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)            exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 






     


     


    

 


(vi)           subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the ABL Obligations;
and


 


(vii)          otherwise
manage and supervise the ABL Obligations as the ABL Agent or the ABL Secured Parties shall deem appropriate.


 


(b)            Any
Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, hereby agrees that, without
affecting the obligations of such Additional Term Agent and such Additional Term Secured Parties hereunder, the ABL Agent and the
ABL Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice to such Additional
Term Agent or any such Additional Term Secured Party (except to the extent such notice or consent is required pursuant to the express
provisions of this Agreement), and without incurring any liability to such Additional Term Agent or any such Additional Term Secured
Party or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend,
consolidate, restructure, or otherwise modify any of the ABL Documents in any manner whatsoever, including, to:


 


(i)             change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the ABL Obligations or otherwise amend,
restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the
ABL Obligations or any of the ABL Documents;


 


(ii)            subject
to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the ABL Obligations,
and in connection therewith to enter into any additional ABL Documents;


 


(iii)           amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the ABL Obligations;


 


(iv)           subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)            exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)           subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the ABL Obligations;
and


 


(vii)         otherwise
manage and supervise the ABL Obligations as the ABL Agent or the ABL Secured Parties shall deem appropriate;


 


except, in each case, as may be separately
otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties.


 






     


     


    

 


(c)            The
ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent
and the ABL Secured Parties hereunder, the Term Loan Agent and the Term Loan Secured Parties may, at any time and from time to
time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party (except to the extent
such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to
the ABL Agent or any ABL Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement,
replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Loan Documents in any manner whatsoever,
including, to:


 


(i)             change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term Loan Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Term Loan Obligations or any of the Term Loan Documents;


 


(ii)            subject
to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Loan Obligations,
and in connection therewith to enter into any additional Term Loan Documents;


 


(iii)           amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Term Loan Obligations;


 


(iv)           subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)            exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)           subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Loan
Obligations; and


 


(vii)           otherwise
manage and supervise the Term Loan Obligations as the Term Loan Agent or the Term Loan Secured Parties shall deem appropriate.


 


(d)            Any
Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, hereby agrees that, without
affecting the obligations of such Additional Term Agent and such Additional Term Secured Parties hereunder, the Term Loan Agent
and the Term Loan Secured Parties may, at any time and from time to time, in their sole discretion without the consent of or notice
to such Additional Term Agent or any such Additional Term Secured Party (except to the extent such notice or consent is required
pursuant to the express provisions of this Agreement), and without incurring any liability to such Additional Term Agent or any
such Additional Term Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement,
replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Term Loan Documents in any manner whatsoever,
including, to:


 


(i)              change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Term Loan Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Term Loan Obligations or any of the Term Loan Documents;


 






     


     


    

 


(ii)            subject
to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Term Loan Obligations,
and in connection therewith to enter into any additional Term Loan Documents;


 


(iii)            amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Term Loan Obligations;


 


(iv)           subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)            exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)           subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Term Loan
Obligations; and


 


(vii)          otherwise
manage and supervise the Term Loan Obligations as the Term Loan Agent or the Additional Term Secured Parties shall deem appropriate;


 


except, in each case, as may be separately
otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties.


 


(e)            The
Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, hereby agrees that, without affecting the obligations of
the Term Loan Agent and the Term Loan Secured Parties hereunder, any Additional Term Agent and any Additional Term Secured Parties
may, at any time and from time to time, in their sole discretion without the consent of or notice to the Term Loan Agent or any
Term Loan Secured Party or (except to the extent such notice or consent is required pursuant to the express provisions of this
Agreement), and without incurring any liability to the Term Loan Agent or any Term Loan Secured Party or impairing or releasing
the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise
modify any of the Additional Term Documents in any manner whatsoever, including, to:


 


(i)             change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional Term Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Additional Term Obligations or any of the Additional Term Documents;


 


(ii)            subject
to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Additional Term Obligations,
and in connection therewith to enter into any additional Additional Term Documents;


 






     


     


    

 


(iii)           amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Additional Term Obligations;


 


(iv)           subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)            exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)           subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional
Term Obligations; and


 


(vii)          otherwise
manage and supervise the Additional Term Obligations as such Additional Term Agent or the Additional Term Secured Parties shall
deem appropriate;


 


except, in each case, as may be separately
otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties.


 


(f)            The
ABL Agent, on behalf of itself and the ABL Secured Parties, hereby agrees that, without affecting the obligations of the ABL Agent
and the ABL Secured Parties hereunder, any Additional Term Agent and any Additional Term Secured Parties may, at any time and from
time to time, in their sole discretion without the consent of or notice to the ABL Agent or any ABL Secured Party (except to the
extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability
to the ABL Agent or any ABL Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement,
replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Additional Term Documents in any manner whatsoever,
including, to:


 


(i)             change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional Term Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Additional Term Obligations or any of the Additional Term Documents;


 


(ii)            subject
to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Additional Term Obligations,
and in connection therewith to enter into any additional Additional Term Documents;


 


(iii)           amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Additional Term Obligations;


 


(iv)           subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)            exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 






     


     


    

 


(vi)           subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional
Term Obligations; and


 


(vii)          otherwise
manage and supervise the Additional Term Obligations as such Additional Term Agent or the Additional Term Secured Parties shall
deem appropriate;


 


except, in each case, as may be separately
otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties
represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties.


 


(g)            Any
Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, hereby agrees that,
without affecting the obligations of such Additional Term Agent and such Additional Term Secured Parties hereunder, any other
Additional Term Agent and any Additional Term Secured Parties represented by such other Additional Term Agent may, at any
time and from time to time, in their sole discretion without the consent of or notice to such Additional Term Agent or any
such Additional Term Secured Party (except to the extent such notice or consent is required pursuant to the express
provisions of this Agreement), and without incurring any liability to such Additional Term Agent or any such Additional Term
Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace,
refinance, extend, consolidate, restructure, or otherwise modify any of the Additional Term Documents to which such other
Additional Term Agent or any Additional Term Secured Party represented by such other Additional Term Agent is party or
beneficiary in any manner whatsoever, including, to:


 


(i)             change
the manner, place, time, or terms of payment or renew, alter or increase, all or any of the Additional Term Obligations or otherwise
amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part
of the Additional Term Obligations or any of the Additional Term Documents;


 


(ii)            subject
to Section 2.5 hereof, retain or obtain a Lien on any Property of any Person to secure any of the Additional Term Obligations,
and in connection therewith to enter into any additional Additional Term Documents;


 


(iii)           amend,
or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guarantee or other obligations
of any Person obligated in any manner under or in respect of the Additional Term Obligations;


 


(iv)           subject
to Section 2.4, release its Lien on any Collateral or other Property;


 


(v)            exercise
or refrain from exercising any rights against any Borrower, any Guarantor, or any other Person;


 


(vi)           subject
to Section 2.5, retain or obtain the primary or secondary obligation of any other Person with respect to any of the Additional
Term Obligations; and


 






     


     


    

 


(vii)          otherwise
manage and supervise the Additional Term Obligations as such other Additional Term Agent or the other Additional Term Secured Parties
shall deem appropriate;


 


except, in each case, as may be separately
otherwise agreed in writing by and between such Additional Term Agents, in each case on behalf of itself and the Additional Term
Secured Parties represented thereby.


 


(h)            The
ABL Obligations, the Term Loan Obligations and any Additional Term Obligations may be refunded, replaced or refinanced, in
whole or in part, in each case, without notice to, or the consent (except to the extent a consent is required to permit the
refunding, replacement or refinancing transaction under any ABL Document, any Term Loan Document or any Additional Term
Document) of the ABL Agent, the ABL Secured Parties, the Term Loan Agent or the Term Loan Secured Parties, any Additional
Term Agent or any Additional Term Secured Parties, as the case may be, all without affecting the Lien Priorities provided for
herein or the other provisions hereof; provided, however, that, if the indebtedness refunding, replacing
or refinancing any such ABL Obligations, Term Loan Obligations or Additional Term Obligations is to constitute ABL
Obligations, Term Loan Obligations or Additional Term Obligations governed by this Agreement, the holders of such
indebtedness (or an authorized agent or trustee on their behalf) bind themselves in writing to the terms of this Agreement
pursuant to a joinder agreement substantially in the form of Exhibit C attached hereto or otherwise in form and
substance reasonably satisfactory to the ABL Agent, the Term Loan Agent or any Additional Term Agent (other than any
Designated Agent), as the case may be (or, if there is no continuing Agent other than any Designated Agent, as designated by
the Company), and any such refunding, replacement or refinancing transaction shall be in accordance with any applicable
provisions of the ABL Documents, the Term Loan Documents and any Additional Term Documents then in effect. For the avoidance
of doubt, any ABL Obligations, Term Loan Obligations or Additional Term Obligations may be refinanced, in whole or in part,
in each case without notice to, or the consent (except to the extent a consent is required to permit the refinancing
transaction under the ABL Documents, Term Loan Documents or Additional Term Documents) of, any of the ABL Agent or any other
ABL Secured Party, the Term Loan Agent or any other Term Loan Secured Party or any Additional Term Agent or any other
Additional Term Secured Party, through the incurrence of Additional Term Indebtedness, subject to Section 7.11.


 


Section 5.3 Reinstatement
and Continuation of Agreement


 


(a)             If the ABL Agent
or any ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any
Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the ABL Obligations (an
 “ABL Recovery”), then the ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement
shall have been terminated prior to such ABL Recovery, this Agreement shall be reinstated in full force and effect in the event
of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations
of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the ABL Agent, the Term Loan
Agent, any Additional Term Agent, the ABL Secured Parties, the Term Loan Secured Parties and any Additional Term Secured Parties
under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge,
confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Borrower or any Guarantor or any other circumstance
which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL
Obligations, the Term Loan Obligations or any Additional Term Obligations. No priority or right of the ABL Agent or any ABL Secured
Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor
or by the noncompliance by any Person with the terms, provisions, or covenants of any of the ABL Documents, regardless of any knowledge
thereof which the ABL Agent or any ABL Secured Party may have.


 






     


     


    




 


(b)            If
the Term Loan Agent or any Term Loan Secured Party is required in any Insolvency Proceeding or otherwise to turn over or
otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or
any portion of the Term Loan Obligations (a “Term Loan Recovery”), then the Term Loan Obligations shall
be reinstated to the extent of such Term Loan Recovery. If this Agreement shall have been terminated prior to such Term Loan
Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term Loan Recovery, and such prior
termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date
of reinstatement. All rights, interests, agreements, and obligations of the ABL Agent, the Term Loan Agent, any Additional
Term Agent, the ABL Secured Parties, the Term Loan Secured Parties and any Additional Term Secured Parties under this
Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge,
confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Borrower or any Guarantor or any other
circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in
respect of the ABL Obligations, the Term Loan Obligations or any Additional Term Obligations. No priority or right of the
Term Loan Agent or any Term Loan Secured Party shall at any time be prejudiced or impaired in any way by any act or failure
to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or
covenants of any of the Term Loan Documents, regardless of any knowledge thereof which the Term Loan Agent or any Term Loan
Secured Party may have.


 


(c)            If
any Additional Term Agent or any Additional Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over
or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any
portion of the Additional Term Obligations (an “Additional Term Recovery”), then the Additional Term Obligations
shall be reinstated to the extent of such Additional Term Recovery. If this Agreement shall have been terminated prior to such
Additional Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional Term Recovery,
and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from
such date of reinstatement. All rights, interests, agreements, and obligations of any Additional Term Agent, the ABL Agent, the
Term Loan Agent, any Additional Term Secured Parties, the ABL Secured Parties and the Term Loan Secured Parties under this Agreement
shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion,
or dismissal of, any Insolvency Proceeding by or against any Borrower or any Guarantor or any other circumstance which otherwise
might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of any Additional Term Obligations,
the ABL Obligations or the Term Loan Obligations. No priority or right of any Additional Term Agent or any Additional Term Secured
Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor
or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Additional Term Documents, regardless
of any knowledge thereof which any Additional Term Agent or any Additional Term Secured Party may have.


 






     


     


    

 


ARTICLE 6


 


Insolvency Proceedings


 


Section 6.1 DIP
Financing


 


(a)             If any Borrower
or any Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge of ABL Obligations,
and the ABL Agent or any ABL Credit Agreement Lenders shall agree to provide any Borrower or any Guarantor with, or consent to
a third party providing any Borrower or any Guarantor with, any financing under Section 364 of the Bankruptcy Code or consent
to any order for the use of cash collateral constituting ABL Priority Collateral under Section 363 of the Bankruptcy Code
(each, an “ABL DIP Financing”), with such ABL DIP Financing to be secured by all or any portion of the ABL Priority
Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be ABL Priority Collateral),
then the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, agrees that it will raise no objection, and will
not directly or indirectly support or act in concert with any other party in raising an objection, to such ABL DIP Financing or
to the Liens securing the same on the grounds of a failure to provide “adequate protection” for the Liens of the Term
Loan Agent securing the Term Loan Obligations or on any other grounds (and will not request any adequate protection solely as a
result of such ABL DIP Financing or use of cash collateral that is ABL Priority Collateral except as permitted by Section 6.3(c)(i) hereof),
so long as (i) the Term Loan Agent retains its Lien on the Collateral to secure the Term Loan Obligations (in each case, including
Proceeds thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral
only, such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien on
any Term Loan Priority Collateral securing such ABL DIP Financing is junior and subordinate to the Lien of the Term Loan Agent
on the Term Loan Priority Collateral, (ii) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall
be senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties on the Collateral securing the ABL Obligations,
on ABL Priority Collateral, (iii) any proceeds of the Term Loan Priority Collateral are applied to the Term Loan Obligations
or as otherwise agreed by the Term Loan Agent and (iv) if the ABL Agent and/or any ABL Secured Party receives an adequate
protection Lien on post-petition assets of the debtor to secure the ABL Obligations, the Term Loan Agent also receives an adequate
protection Lien on such post-petition assets of the debtor to secure the Term Loan Obligations and (v) the terms of such ABL
DIP Financing do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming Plan of Reorganization,
provided that (x) such Liens in favor of the ABL Agent and the Term Loan Agent shall be subject to the provisions of
Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(a) shall not
prevent the Term Loan Agent and the Term Loan Secured Parties from objecting to any provision in any DIP Financing relating to
any provision or content of a Plan of Reorganization that is not a Conforming Plan Reorganization. The Term Loan Agent agrees that
it shall not, and nor shall any of the Term Loan Secured Parties, directly or indirectly, provide, offer to provide, or support
any debtor in possession financing or use of cash collateral secured by a Lien on the ABL Priority Collateral senior to or pari
passu with the Liens securing the ABL Obligations. If, in connection with any ABL DIP Financing, any Liens on the ABL Priority
Collateral held by the ABL Secured Parties to secure the ABL Obligations are subject to a surcharge or are subordinated to an administrative
priority claim, a professional fee “carve-out”, or fees owed to the United States Trustee, then the Liens on the ABL
Priority Collateral of the Term Loan Secured Parties securing the Term Loan Obligations shall also be subordinated to such interest
or claim and shall remain subordinated to the Liens on the ABL Priority Collateral of the ABL Secured Parties consistent with this
Agreement.


 






     


     


    

 


(b)            If
any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the Discharge
of ABL Obligations, and the ABL Agent or any ABL Credit Agreement Lenders shall agree to provide any Borrower or any Guarantor
with, or consent to a third party providing any Borrower or any Guarantor with, any ABL DIP Financing, with such ABL DIP Financing
to be secured by all or any portion of the ABL Priority Collateral (including assets that, but for the application of Section 552
of the Bankruptcy Code would be ABL Priority Collateral), then any Additional Term Agent, on behalf of itself and any Additional
Term Secured Parties, agrees that it will raise no objection, and will not directly or indirectly support or act in concert with
any other party in raising an objection, to such ABL DIP Financing or to the Liens securing the same on the grounds of a failure
to provide “adequate protection” for the Liens of such Additional Term Agent securing the Additional Term Obligations
or on any other grounds (and will not request any adequate protection solely as a result of such ABL DIP Financing or use of cash
collateral that is ABL Priority Collateral except as permitted by Section 6.3(c)(i) hereof), so long as (i) such
Additional Term Agent retains its Lien on the Collateral to secure the Additional Term Obligations (in each case, including Proceeds
thereof arising after the commencement of the case under the Bankruptcy Code) and, as to the Term Loan Priority Collateral only,
such Lien has the same priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien on any
Term Loan Priority Collateral securing such DIP Financing is junior and subordinate to the Lien of such Additional Term Agent on
the Term Loan Priority Collateral, (ii) all Liens on ABL Priority Collateral securing any such ABL DIP Financing shall be
senior to or on a parity with the Liens of the ABL Agent and the ABL Secured Parties on the Collateral securing the ABL Obligations
on ABL Priority Collateral, (iii) any proceeds of the Term Loan Priority Collateral are applied to the Additional Term Loan
Obligations or as otherwise agreed by such Additional Term Agent, (iv) if the ABL Agent and/or any ABL Secured Party receives
an adequate protection Lien on post-petition assets of the debtor to secure the ABL Obligations, such Additional Term Agent also
receives an adequate protection Lien on such post-petition assets of the debtor to secure the Additional Term Obligations and (v) the
terms of such ABL DIP Financing do not require any Grantor to seek approval for any Plan of Reorganization that is not a Conforming
Plan of Reorganization, provided that (x) such Liens in favor of the ABL Agent and such Additional Term Agent shall
be subject to the provisions of Section 6.1(d) hereof and (y) the foregoing provisions of this Section 6.1(b) shall
not prevent such Additional Term Agent and such Additional Term Secured Parties from objecting to any provision in any DIP Financing
relating to any provision or content of a Plan of Reorganization that is not a Conforming Plan Reorganization. Such Additional
Term Agent agrees that it shall not, and nor shall any of the Additional Term Secured Parties, directly or indirectly, provide,
offer to provide, or support any debtor in possession financing or use of cash collateral secured by a Lien on the ABL Priority
Collateral senior to or pari passu with the Liens securing the ABL Obligations. If, in connection with any ABL DIP Financing, any
Liens on the ABL Priority Collateral held by the ABL Secured Parties to secure the ABL Obligations are subject to a surcharge or
are subordinated to an administrative priority claim, a professional fee “carve-out”, or fees owed to the United States
Trustee, then the Liens on the ABL Priority Collateral of the Additional Term Secured Parties securing the Additional Term Obligations
shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the ABL Priority Collateral
of the ABL Secured Parties consistent with this Agreement.


 






     


     


    

 


(c)


 


(i)              If
any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the United States at any time prior to the
Discharge of Term Loan Obligations, and the Term Loan Agent or any Term Credit Agreement Lenders, or any Additional Term
Agent or Additional Term Credit Facility Lenders, shall agree to provide any Borrower or any Guarantor with, or consent to a
third party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of
cash collateral constituting Term Loan Priority Collateral under Section 363 of the Bankruptcy Code (each, a
 “Term DIP Financing”), with such Term DIP Financing to be secured by all or any portion of the Term Loan
Priority Collateral (including assets that, but for the application of Section 552 of the Bankruptcy Code would be Term
Loan Priority Collateral), then the ABL Agent, on behalf of itself and any ABL Secured Parties represented thereby, agrees
that it will raise no objection, and will not directly or indirectly support, or act in concert with any other party in
raising an objection, to such Term DIP Financing or to the Liens securing the same on the grounds of a failure to provide
 “adequate protection” for the Liens of such ABL Agent securing the ABL Obligations or on any other grounds (and
will not request any adequate protection solely as a result of such Term DIP Financing), so long as (i) the ABL Agent
retains its Lien on the Collateral to secure the ABL Obligations (in each case, including Proceeds thereof arising after the
commencement of the case under the Bankruptcy Code) and, as to the ABL Priority Collateral only, such Lien has the same
priority as existed prior to the commencement of the case under the Bankruptcy Code and any Lien on any ABL Priority
Collateral securing such Term DIP Financing is junior and subordinate to the Lien of the ABL Agent on the ABL Priority
Collateral, (ii) all Liens on ABL Priority Collateral securing any such Term DIP Financing shall be senior to or on a
parity with the Liens of the Term Agent and the Term Loan Secured Parties securing the Term Loan Obligations on Term Loan
Priority Collateral and the Liens of any Additional Term Agent and the Additional Term Secured Parties securing the
Additional Term Obligations on the Term Loan Priority Collateral, (iii) any proceeds of the ABL Priority Collateral are
applied to the ABL Obligations or as otherwise agreed by the ABL Agent and (iv) if the Term Loan Agent and/or any Term
Loan Secured Party, or any Additional Term Agent and/or any Additional Term Secured Party, receives an adequate protection
Lien on post-petition assets of the debtor to secure the Term Loan Obligations or the Additional Term Obligations, as the
case may be, the ABL Agent also receives an adequate protection Lien on such post-petition assets of the debtor to secure the
ABL Obligations and (v) the terms of such Term DIP Financing do not require any Grantor to seek approval for any Plan of
Reorganization that is not a Conforming Plan of Reorganization, provided that (x) such Liens in favor of the Term
Loan Agent, any Additional Term Agent and the ABL Agent shall be subject to the provisions of Section 6.1(d) hereof
and (y) the foregoing provisions of this Section 6.1(c) shall not prevent any ABL Agent and any ABL
Secured Parties from objecting to any provision in any Term DIP Financing relating to any provision or content of a Plan of
Reorganization that is not a Conforming Plan Reorganization. The ABL Agent agrees that it shall not, and nor shall any of the
ABL Secured Parties, directly or indirectly, provide, offer to provide, or support any debtor in possession financing or use
of cash collateral secured by a Lien on the Term Loan Priority Collateral senior to or pari passu with the Liens securing the Term
Loan Obligations. If, in connection with any Term DIP Financing, any Liens on the Term Loan Priority Collateral held by the
Term Loan Secured Parties to secure the Term Loan Obligations are subject to a surcharge or are subordinated to an
administrative priority claim, a professional fee “carve-out”, or fees owed to the United States Trustee, then
the Liens on the Term Loan Priority Collateral of the ABL Secured Parties securing the ABL Obligations shall also be
subordinated to such interest or claim and shall remain subordinated to the Liens on the Term Loan Priority Collateral of the
Term Loan Secured Parties consistent with this Agreement.


 






     


     


    

 


(ii)            [Reserved].


 


(d)            All
Liens granted to the ABL Agent, the Term Loan Agent or any Additional Term Agent in any Insolvency Proceeding, whether as adequate
protection or otherwise, are intended by the Parties to be and shall be deemed to be subject to the Lien Priority and the other
terms and conditions of this Agreement; provided, however, that the foregoing shall not alter the super-priority
of any Liens securing any ABL DIP Financing or Term DIP Financing in accordance with this Section 6.1.


 


Section 6.2 Relief
From Stay


 


Until the Discharge of
ABL Obligations has occurred, the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, and any Additional Term
Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees not to seek relief from the automatic
stay or any other stay in any Insolvency Proceeding in respect of any portion of the ABL Priority Collateral without the ABL Agent’s
express written consent. Until the Discharge of Term Loan Collateral Obligations has occurred, the ABL Agent, on behalf of itself
and the ABL Secured Parties, agrees not to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in
respect of any portion of the Term Loan Priority Collateral without the Term Loan Collateral Representative’s express written
consent. In addition, none of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable),
the ABL Agent nor any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if and as applicable)
shall seek any relief from the automatic stay with respect to any Collateral without providing 30 days’ prior written notice
to each other Party, unless such period is agreed in writing by the ABL Agent, the Term Loan Agent and each Additional Term Agent
to be modified.


 


 



     


     


    

 





Section 6.3 No
Contest


 


(a)            The Term
Loan Agent, on behalf of itself and the Term Loan Secured Parties, agrees that, prior to the Discharge of ABL Obligations,
none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL
Agent or any ABL Secured Party for adequate protection of its interest in the ABL Priority Collateral (unless in
contravention of Section 6.1 or Section 6.10), or (ii) any objection by the ABL Agent or any ABL
Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that
its interests in the ABL Priority Collateral (unless in contravention of Section 6.1) are not adequately
protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted
to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Term Agent, on behalf
of itself and any Additional Term Secured Parties represented thereby, agrees that, prior to the Discharge of ABL
Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request
by the ABL Agent or any ABL Secured Party for adequate protection of its interest in the ABL Priority Collateral (unless in
contravention of Section 6.1 or Section 6.10), or (ii) any objection by the ABL Agent or any ABL
Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Secured Party that
its interests in the ABL Priority Collateral (unless in contravention of Section 6.1 or Section 6.10)
are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as
any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be
separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term
Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 


(b)            The
ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Term Loan Obligations, none
of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the Term Loan Agent
or any Term Loan Secured Party for adequate protection of its interest in the Term Loan Priority Collateral (unless in contravention
of Section 6.1(a) or (c) or Section 6.10 hereof), or (ii) any objection by the Term
Loan Agent or any Term Loan Secured Party to any motion, relief, action or proceeding based on a claim by the Term Loan Agent
or any Term Loan Secured Party that its interests in the Term Loan Priority Collateral (unless in contravention of Section 6.1(a) or
(c) or Section 6.10 hereof) are not adequately protected (or any other similar request under any law applicable
to an Insolvency Proceeding), so long as any Liens granted to the Term Loan Agent as adequate protection of its interests are
subject to this Agreement. Any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented
thereby, agrees that, prior to the Discharge of Term Loan Obligations, none of them shall contest (or directly or indirectly support
any other Person contesting) (i) any request by the Term Loan Agent or any Term Loan Secured Party for adequate protection
of its interest in the Term Loan Priority Collateral (unless in contravention of Section 6.1 or Section 6.10),
or (ii) any objection by the Term Loan Agent or any Term Loan Secured Party to any motion, relief, action or proceeding based
on a claim by the Term Loan Agent or any Term Loan Secured Party that its interests in the Term Loan Priority Collateral (unless
in contravention of Section 6.1 or Section 6.10) are not adequately protected (or any other similar request
under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the Term Loan Agent as adequate protection
of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional
Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the Term Loan Agent, on behalf
of itself and the Term Loan Secured Parties).


 






     


     


    

 



 


(c)            The
Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, agrees that, prior to the Discharge of Additional
Term Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any
request by any Additional Term Agent or any Additional Term Secured Party for adequate protection of its interest in
the Term Loan Priority Collateral (unless in contravention of Section 6.1 or Section 6.10), or (ii) any
objection by any Additional Term Agent or any Additional Term Secured Party to any motion, relief, action, or proceeding
based on a claim by any Additional Term Agent or any Additional Term Secured Party that its interests in the Term Loan
Priority Collateral (unless in contravention of Section 6.1 or Section 6.10) are not adequately
protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted
to such Additional Term Agent as adequate protection of its interests are subject to this Agreement (except as may be
separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term
Secured Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). The ABL
Agent, on behalf of itself and the ABL Secured Parties, agrees that, prior to the Discharge of Additional Term Obligations,
none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by any
Additional Term Agent or any Additional Term Secured Party for adequate protection of its interest in the Term Loan Priority
Collateral (unless in contravention of Section 6.1(b) or Section 6.10 hereof), or (ii) any
objection by any Additional Term Agent or any Additional Term Secured Party to any motion, relief, action, or proceeding
based on a claim by any Additional Term Agent or any Additional Term Secured Party that its interests in the Term Loan
Priority Collateral (unless in contravention of Section 6.1(b) or Section 6.10 hereof) are not adequately
protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted
to such Additional Term Agent as adequate protection of its interests are subject to this Agreement (except as may be
separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term
Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Any Additional Term
Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that, prior to the applicable
Discharge of Additional Term Obligations, none of them shall contest (or directly or indirectly support any other Person
contesting) (a) any request by any other Additional Term Agent or any Additional Term Secured Party represented by such
other Additional Term Agent for adequate protection of its interest in the Term Loan Priority Collateral (unless in
contravention of Section 6.1(b) or Section 6.10 hereof), or (b) any objection by such other Additional Term
Agent or any Additional Term Secured Party to any motion, relief, action, or proceeding based on a claim by any Additional
Term Agent or any Additional Term Secured Party represented by such other Additional Term Agent that its interests in the
Term Loan Priority Collateral (unless in contravention of Section 6.1(b) or Section 6.10 hereof) are
not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any
Liens granted to such other Additional Term Agent as adequate protection of its interests are subject to this Agreement
(except as may be separately otherwise agreed in writing by and between such Additional Term Agents, in each case on behalf
of itself and the Additional Term Secured Parties represented thereby).


 






     


     


    

 


Section
6.4   Asset Sales The Term Loan Agent agrees, on behalf of itself and the Term Loan Secured Parties, and any
Additional Term Agent agrees, on behalf of itself and any Additional Term Secured Parties represented thereby, that it will
not oppose, and shall be deemed to have consented to, any sale consented to by the ABL Agent of any ABL Priority Collateral
pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any
Insolvency Proceeding) so long as the proceeds of such sale are applied in accordance with this Agreement. The ABL Agent
agrees, on behalf of itself and the ABL Secured Parties, that it will not oppose, and shall be deemed to have consented to,
any sale consented to by the Term Loan Agent, any Additional Term Agent or the Term Loan Collateral Representative of any
Term Loan Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the
law applicable to any Insolvency Proceeding) so long as the proceeds of such sale are applied in accordance with this
Agreement.


 


Section 6.5   Separate
Grants of Security and Separate Classification


 


Each Term Loan Secured
Party, the Term Loan Agent, each Additional Term Secured Party and each Additional Term Agent on the one hand and each ABL Secured
Party and the ABL Agent, on the other hand acknowledges and agrees that (i) the grants of Liens pursuant to the ABL Collateral
Documents, the Term Loan Collateral Documents and the Additional Term Collateral Documents constitute separate and distinct grants
of Liens and (ii) because of, among other things, their differing rights in the Collateral (including that the ABL Secured
Parties do not have a Lien on any Real Property), the Term Loan Obligations and Additional Term Obligations are fundamentally different
from the ABL Obligations and must be separately classified in any Plan of Reorganization proposed, confirmed or adopted in an Insolvency
Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held by
a court of competent jurisdiction that the claims of the ABL Secured Parties, on the one hand, and the Term Loan Secured Parties
and the Additional Term Secured Parties, on the other hand, in respect of the Collateral constitute only one secured claim (rather
than separate classes of senior and junior secured claims), then the ABL Secured Parties, the Term Loan Secured Parties and any
Additional Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes
of ABL Obligation claims, Term Loan Obligation claims and Additional Term Obligation claims against the Credit Parties (with the
effect being that, to the extent that the aggregate value of the ABL Priority Collateral or the Term Loan Priority Collateral is
sufficient (for this purpose ignoring all claims held by the other Secured Parties), the ABL Secured Parties or the Term Loan Secured
Parties and the Additional Term Secured Parties, respectively, 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 in respect of post-petition interest,
fees and expenses that is available from each pool of Priority Collateral for each of the ABL Secured Parties, on the one hand,
and the Term Loan Secured Parties and the Additional Term Secured Parties, on the other hand, before any distribution is made from
the applicable pool of Priority Collateral in respect of the claims held by the other Secured Parties, with the other Secured Parties
hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable
by them from the applicable pool of Priority Collateral to the extent necessary to effectuate the intent of this sentence, even
if such turnover has the effect of reducing the aggregate recoveries. The foregoing sentence is subject to any separate agreement
by and between any Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and
any other Party, on behalf of itself and the Additional Term Secured Parties represented thereby, with respect to the Additional
Term Obligations owing to any of such Additional Term Agent and Additional Term Secured Parties.


 








     


     


    

 


Section 6.6   Enforceability


 


The provisions of this
Agreement are intended to be and shall be enforceable as a “subordination agreement” under Section 510(a) of
the Bankruptcy Code.


 


Section 6.7   ABL
Obligations Unconditional


 


All rights of the ABL
Agent hereunder, and all agreements and obligations of the Term Loan Agent, any Additional Term Agent and the Credit Parties (to
the extent applicable) hereunder, shall remain in full force and effect irrespective of:


 


(i)             any
lack of validity or enforceability of any ABL Document;


 


(ii)            any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the ABL Obligations, or any amendment,
waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement
of any ABL Document;


 


(iii)           any
exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement,
refunding, restatement or increase of all or any portion of the ABL Obligations or any guarantee thereof;


 


(iv)           the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 


(v)            any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
ABL Obligations, or of any of the Term Loan Agent, any Additional Term Agent or any Credit Party, to the extent applicable, in
respect of this Agreement.


 


Section 6.8   Term
Loan Obligations Unconditional


 


All rights of the Term
Loan Agent hereunder, and all agreements and obligations of the ABL Agent, any Additional Term Agent and the Credit Parties (to
the extent applicable) hereunder, shall remain in full force and effect irrespective of:


 


(i)             any
lack of validity or enforceability of any Term Loan Document;


 


(ii)            any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the Term Loan Obligations, or
any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any Term Loan Document;


 


(iii)           any
exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral, or any other collateral,
or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any
refinancing, replacement, refunding, restatement or increase of all or any portion of the Term Loan Obligations or any
guarantee thereof;


 






     


     


    

 


(iv)           the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 


(v)            any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
Term Loan Obligations, or of any of the ABL Agent, any Additional Term Agent or any Credit Party, to the extent applicable, in
respect of this Agreement.


 


Section 6.9   Additional
Term Obligations Unconditional


 


All rights of any Additional
Term Agent hereunder, and all agreements and obligations of the ABL Agent, the Term Loan Agent and the Credit Parties (to the extent
applicable) hereunder, shall remain in full force and effect irrespective of:


 


(i)             any
lack of validity or enforceability of any Additional Term Document;


 


(ii)            any
change in the time, place or manner of payment of, or in any other term of, all or any portion of the Additional Term Obligations,
or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of any Additional Term Document;


 


(iii)           any
exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral, or any other collateral, or
any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement,
refunding, restatement or increase of all or any portion of the Additional Term Obligations or any guarantee thereof;


 


(iv)           the
commencement of any Insolvency Proceeding in respect of the Company or any other Credit Party; or


 


(v)            any
other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the
Additional Term Obligations, or of any of the ABL Agent, the Term Loan Agent or any Credit Party, to the extent applicable, in
respect of this Agreement.


 


Section 6.10 Adequate
Protection


 


Except to the
extent expressly provided in Section 6.1, nothing in this Agreement shall limit the rights of (x) the ABL
Agent and the ABL Secured Parties, (y) the Term Loan Agent and the Term Loan Secured Parties, or (z) any Additional
Term Agent and any Additional Term Secured Parties, respectively, from seeking or requesting adequate protection with respect
to their interests in the applicable Priority Collateral in any Insolvency Proceeding, including adequate protection in the
form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided
that:


 






     


     


    

 


(a)             in
the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect
of the ABL Obligations and such adequate protection is granted (i) in the form of a Lien on additional collateral comprising
assets of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of
the ABL Secured Parties, agrees that the Term Loan Agent shall also be granted a senior Lien on such collateral as security for
the Term Loan Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien on
such collateral securing the Term Loan Obligations, or (ii) in the form of periodic or other cash payments, such cash payments
shall be made solely from the Proceeds of ABL Priority Collateral,


 


(b)            in
the event that the ABL Agent, on behalf of itself or any of the ABL Secured Parties, seeks or requests adequate protection in respect
of the ABL Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets
of the type of assets that constitute Term Loan Priority Collateral, then the ABL Agent, on behalf of itself and each of the ABL
Secured Parties, agrees that any Additional Term Agent shall also be granted a senior Lien on such collateral as security for the
Additional Term Obligations and that any Lien on such collateral securing the ABL Obligations shall be subordinate to any Lien
on such collateral securing the Additional Term Obligations (except as may be separately otherwise agreed in writing by and between
such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent,
on behalf of itself and the ABL Secured Parties),


 


(c)             in
the event that the Term Loan Agent, on behalf of itself or any of the Term Loan Secured Parties, seeks or requests adequate protection
in respect of the Term Loan Obligations and such adequate protection is granted (i) in the form of a Lien on additional collateral
comprising assets of the type of assets that constitute ABL Priority Collateral, then the Term Loan Agent, on behalf of itself
and each of the Term Loan Secured Parties, agrees that the ABL Agent shall also be granted a senior Lien on such collateral as
security for the ABL Obligations and that any Lien on such collateral securing the Term Loan Obligations shall be subordinate to
the Lien on such collateral securing the ABL Obligations, or (ii) in the form of periodic or other cash payments, such cash
payments shall be made solely from the Proceeds of Term Loan Priority Collateral, and


 


(d)            in
the event that any Additional Term Agent, on behalf of itself or any Additional Term Secured Parties, seeks or requests
adequate protection in respect of the Additional Term Obligations and such adequate protection is granted (i) in the
form of a Lien on additional collateral comprising assets of the type of assets that constitute ABL Priority Collateral, then
such Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that the
ABL Agent shall also be granted a senior Lien on such collateral as security for the ABL Obligations and that any Lien on
such collateral securing the Additional Term Obligations shall be subordinate to the Lien on such collateral securing the ABL
Obligations (except as may be separately otherwise agreed in writing by and between the ABL Agent, on behalf of itself
and the ABL Secured Parties represented thereby, and such Additional Term Agent, on behalf of itself and the Additional Term
Secured Parties represented thereby), or (ii) in the form of periodic or other cash payments, such cash payments shall
be made solely from the Proceeds of Term Loan Priority Collateral.


 






     


     


    

 


Section 6.11 Post-Petition
Interest.


 


(a)            None
of the Term Loan Agent, any Additional Term Agent, any Term Loan Secured Party nor any Additional Term Loan Secured shall oppose
or seek to challenge any claim by the ABL Agent or any ABL Secured Party for allowance in any Insolvency Proceeding of ABL Obligations
consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the ABL Priority Collateral securing
any ABL Secured Party’s claim, without regard to the existence of the Lien of the Term Loan Agent on behalf of the Term Loan
Secured Parties or any Additional Term Agent on behalf of the Additional Term Secured Parties on the ABL Priority Collateral.


 


 


(b)            None
of the ABL Agent nor any ABL Secured Party shall oppose or seek to challenge any claim by the Term Loan Agent, any Additional Term
Agent, any Term Loan Secured Party or Additional Term Loan Secured Party for allowance in any Insolvency Proceeding of Term Obligations
consisting of post-petition interest, fees or expenses to the extent of the value of the Lien on the Term Priority Collateral securing
any Term Secured Party’s claim, without regard to the existence of the Lien of the ABL Agent on behalf of the ABL Secured
Parties on the Term Loan Priority Collateral.


 


ARTICLE 7


 


Miscellaneous


 


Section 7.1   Rights
of Subrogation


 


The Term Loan Agent,
for and on behalf of itself and the Term Loan Secured Parties, agrees that no payment by the Term Loan Agent or any Term Loan Secured
Party to the ABL Agent or any ABL Secured Party pursuant to the provisions of this Agreement shall entitle the Term Loan Agent
or any Term Loan Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of ABL Obligations
shall have occurred. Following the Discharge of ABL Obligations, the ABL Agent agrees to execute such documents, agreements, and
instruments as the Term Loan Agent or any Term Loan Secured Party may reasonably request to evidence the transfer by subrogation
to any such Person of an interest in the ABL Obligations resulting from payments to the ABL Agent by such Person, so long as all
costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the ABL Agent are
paid by such Person or the Credit Parties upon request for payment thereof.


 


The ABL Agent, for
and on behalf of itself and the ABL Secured Parties, agrees that no payment by the ABL Agent or any ABL Secured Party to the
Term Loan Agent or any Term Loan Secured Party pursuant to the provisions of this Agreement shall entitle the ABL Agent or
any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of Term Loan Obligations
shall have occurred. Following the Discharge of Term Loan Obligations, the Term Loan Agent agrees to execute such documents,
agreements, and instruments as the ABL Agent or any ABL Secured Party may reasonably request to evidence the transfer by
subrogation to any such Person of an interest in the Term Loan Obligations resulting from payments to the Term Loan Agent by
such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection
therewith by the Term Loan Agent are paid by such Person or the Credit Parties upon request for payment thereof.


 






     


     


    

 


The ABL Agent, for and
on behalf of itself and the ABL Secured Parties, agrees that no payment by the ABL Agent or any ABL Secured Party to any Additional
Term Agent or any Additional Term Secured Party represented thereby pursuant to the provisions of this Agreement shall entitle
the ABL Agent or any ABL Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of Additional
Term Obligations with respect to the Additional Term Obligations owed to such Additional Term Secured Parties shall have occurred.
Following the Discharge of Additional Term Obligations with respect to the Additional Term Obligations owed to such Additional
Term Secured Parties, such Additional Term Agent agrees to execute such documents, agreements, and instruments as the ABL Agent
or any ABL Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the
applicable Additional Term Obligations resulting from payments to such Additional Term Agent by such Person, so long as all costs
and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Additional Term Agent
are paid by such Person or the Credit Parties upon request for payment thereof.


 


Any Additional Term Agent,
for and on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that no payment by such Additional
Term Agent or any such Additional Term Secured Party to the ABL Agent or any ABL Secured Party pursuant to the provisions of this
Agreement shall entitle such Additional Term Agent or any such Additional Term Secured Party to exercise any rights of subrogation
in respect thereof until the Discharge of ABL Obligations shall have occurred. Following the Discharge of ABL Obligations, the
ABL Agent agrees to execute such documents, agreements, and instruments as such Additional Term Agent or any such Additional Term
Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the ABL Obligations
resulting from payments to the ABL Agent by such Person, so long as all costs and expenses (including all reasonable legal fees
and disbursements) incurred in connection therewith by the ABL Agent are paid by such Person or the Credit Parties upon request
for payment thereof.


 


Section 7.2   Further
Assurances


 


The Parties will,
at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable, or that any Party may reasonably request, in
order to protect any right or interest granted or purported to be granted hereby or to enable such Party to exercise and
enforce its rights and remedies hereunder; provided, however, that no Party shall be required to pay over any
payment or distribution, execute any instruments or documents, or take any other action referred to in this Section 7.2,
to the extent that such action would contravene any law, order or other legal requirement or any of the terms or provisions
of this Agreement, and in the event of a controversy or dispute, such Party may interplead any payment or distribution in any
court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 7.2.


 


Section 7.3   Representations


 


The Term Loan Agent represents
and warrants to the ABL Agent and any Additional Term Agent that it has the requisite power and authority under the Term Loan Documents
to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Term Loan Secured Parties.
The ABL Agent represents and warrants to the Term Loan Agent and any Additional Term Agent that it has the requisite power and
authority under the ABL Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself
and the ABL Secured Parties. Any Additional Term Agent represents and warrants to the Term Loan Agent, the ABL Agent and any other
Additional Term Agent that it has the requisite power and authority under the applicable Additional Term Documents to enter into,
execute, deliver, and carry out the terms of this Agreement on behalf of itself and any Additional Term Secured Parties represented
thereby.


 






     


     


    

 


Section 7.4  Amendments


 


(a)             No amendment,
modification or waiver of any provision of this Agreement, and no consent to any departure by any Party hereto, shall be effective
unless it is in a written agreement executed by the Term Loan Agent, the ABL Agent and any Additional Term Agent. Notwithstanding
the foregoing, the Company may, without the consent of any Party hereto, amend this Agreement to add an Additional Term Agent by
(x) executing an Additional Term Indebtedness Joinder as provided in Section 7.11 or (y) executing a joinder
agreement substantially in the form of Exhibit C attached hereto as provided for in the definition of “ABL
Credit Agreement” or “Term Loan Credit Agreement”, as applicable. No amendment, modification or waiver
of any provision of this Agreement, and no consent to any departure therefrom by any Party hereto, that changes, alters, modifies
or otherwise adversely affects any power, privilege, right, remedy, liability or obligation of, or otherwise affects in any manner,
any Additional Term Agent that is not then a Party, or any Additional Term Secured Party not then represented by an Additional
Term Agent that is then a Party (including but not limited to any change, alteration, modification or other effect upon any power,
privilege, right, remedy, liability or obligation of or other adverse effect upon any such Additional Term Agent or Additional
Term Secured Party that may at any subsequent time become a Party or beneficiary hereof) shall be effective unless it is consented
to in writing by the Company (regardless of whether any such Additional Term Agent or Additional Term Secured Party ever becomes
a Party or beneficiary hereof), and any amendment, modification or waiver of any provision of this Agreement that would have the
effect, directly or indirectly, through any reference in any Credit Document to this Agreement or otherwise, of waiving, amending,
supplementing or otherwise modifying any Credit Document, or any term or provision thereof, or any right or obligation of the Company
or any other Credit Party thereunder or in respect thereof, shall not be given such effect except pursuant to a written instrument
executed by the Company and each other affected Credit Party.


 


(b)            In
the event that the ABL Agent or the requisite ABL Secured Parties represented thereby enter into any amendment, waiver or consent
in respect of or replacing any ABL Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting
to any departure from any provisions of, any ABL Collateral Document relating to the ABL Priority Collateral or changing in any
manner the rights of the ABL Agent, the ABL Secured Parties, or any ABL Credit Party with respect to the ABL Priority Collateral
(including, subject to Section 2.4(f) hereof, the release of any Liens thereon), then such amendment, waiver or
consent shall apply automatically to any comparable provision of each Term Loan Collateral Document and each Additional Term Collateral
Document, in each case without the consent of, or any action by, any Term Loan Agent or any Term Loan Secured Party or any Additional
Term Agent or Additional Term Secured Party, as applicable; provided, that such amendment, waiver or consent does not materially
adversely affect the rights of the Term Loan Secured Parties or the Additional Term Secured Parties, as applicable, or the interests
of the Term Loan Secured Parties or the Additional Term Secured Parties, as applicable, in the Term Loan Priority Collateral. The
ABL Agent shall give written notice of such amendment, waiver or consent to the Term Loan Agent and each Additional Term Agent;
provided that the failure to give such notice shall not affect the effectiveness of such amendment, waiver or consent with
respect to the provisions of any Term Loan Collateral Document or any Additional Term Collateral Document as set forth in this
Section 7.4(b).


 






     


     


    

 


(c)            In
the event that the Term Loan Agent that is the Term Loan Collateral Representative or the requisite Term Loan Secured Parties represented
thereby enter into any amendment, waiver or consent in respect of or replacing any Term Loan Collateral Document for the purpose
of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any Term Loan Collateral Document
relating to the Term Loan Priority Collateral or changing in any manner the rights of the Term Loan Agent, the Term Loan Secured
Parties, or any Term Loan Credit Party with respect to the Term Loan Priority Collateral (including, subject to Section 2.4(f) hereof,
the release of any Liens thereon), then such amendment, waiver or consent shall apply automatically to any comparable provision
of each ABL Collateral Document, without the consent of, or any action by, the ABL Agent or any ABL Secured Party (except as may
be separately otherwise agreed in writing by and between the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties,
and the ABL Agent, on behalf of itself and the ABL Secured Parties); provided, that such amendment, waiver or consent does not
materially adversely affect the rights or interests of the ABL Secured Parties in the ABL Priority Collateral (including any license
or right of use granted to them by any Credit Party pursuant to any ABL Collateral Document with respect to Intellectual Property
owned by such Credit Party as it pertains to the ABL Priority Collateral). The Term Loan Agent shall give written notice of such
amendment, waiver or consent to the ABL Agent; provided that the failure to give such notice shall not affect the effectiveness
of such amendment, waiver or consent with respect to the provisions of any ABL Collateral Document as set forth in this Section 7.4(c).


 


(d)            In
the event that the Term Loan Agent that is the Term Loan Collateral Representative or the requisite Term Loan Secured Parties
represented thereby enter into any amendment, waiver or consent in respect of or replacing any Term Loan Collateral Document
for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any
Term Loan Collateral Document relating to the Term Loan Priority Collateral or changing in any manner the rights of the Term
Loan Agent, the Term Loan Secured Parties, or any Term Loan Credit Party with respect to the Term Loan Priority Collateral
(including, subject to Section 2.4(f) hereof, the release of any Liens thereon), then such amendment, waiver
or consent shall apply automatically to any comparable provision of each Additional Term Collateral Document without the
consent of, or any action by, any Additional Term Agent or Additional Term Secured Party (except as may be separately
otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured
Parties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties); provided, that
such amendment, waiver or consent does not materially adversely affect the rights or interests of the Additional Term Secured
Parties in the Collateral. The applicable Term Loan Agent shall give written notice of such amendment, waiver or consent to
each Additional Term Agent; provided that the failure to give such notice shall not affect the effectiveness of such
amendment, waiver or consent with respect to the provisions of any Additional Term Collateral Document as set forth in this Section 7.4(d).


 






     


     


    

 


(e)            In
the event that any Additional Term Agent that is the Term Loan Collateral Representative or the requisite Additional Term
Secured Parties represented thereby enter into any amendment, waiver or consent in respect of or replacing any Additional
Term Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any
provisions of, any Additional Term Collateral Document relating to the Term Loan Priority Collateral or changing in any
manner the rights of the Additional Term Agent, the Additional Term Secured Parties, or any Additional Term Credit Party with
respect to the Term Loan Priority Collateral (including, subject to Section 2.4(f) hereof, the release of
any Liens thereon), then such amendment, waiver or consent shall apply automatically to any comparable provision of each ABL
Collateral Document without the consent of, or any action by, the ABL Agent or any ABL Secured Party (except as may be
separately otherwise agreed in writing by and between (x) such Additional Term Agent, on behalf of itself and the
Additional Term Secured Parties represented thereby, and (y) the ABL Agent, on behalf of itself and the ABL Secured
Parties); provided, that such amendment, waiver or consent does not materially adversely affect the rights or interests of
the ABL Secured Parties in the ABL Priority Collateral (including any license or right of use granted to them by any Credit
Party pursuant to any ABL Collateral Document with respect to Intellectual Property owned by such Credit Party as it pertains
to the ABL Priority Collateral). The applicable Additional Term Agent shall give written notice of such amendment, waiver or
consent to the ABL Agent; provided that the failure to give such notice shall not affect the effectiveness of such amendment,
waiver or consent with respect to the provisions of any ABL Collateral Document as set forth in this Section
7.4(e).


 


(f)            In
the event that any Additional Term Agent that is the Term Loan Collateral Representative or the requisite Additional Term
Secured Parties represented thereby enter into any amendment, waiver or consent in respect of or replacing any Additional
Term Collateral Document for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any
provisions of, any Additional Term Collateral Document relating to the Term Loan Priority Collateral or changing in any
manner the rights of the Additional Term Agent, the Additional Term Secured Parties, or any Additional Term Credit
Party with respect to the Term Loan Priority Collateral (including, subject to Section 2.4(f) hereof, the
release of any Liens thereon), then such amendment, waiver or consent shall apply automatically to any comparable provision
of each Term Loan Collateral Document and (with respect to any other Additional Term Credit Facility) each Additional Term
Collateral Document, in each case without the consent of, or any action by, the Term Loan Agent or any Term Loan Secured
Party or (with respect to any other Additional Term Credit Facility) any other Additional Term Agent or related Additional
Term Secured Party, as applicable (except as may be separately otherwise agreed in writing by and between (x) such
Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and (y) the Term
Agent, on behalf of itself and the Term Loan Secured Parties, or such other Additional Term Agent, on behalf of itself and
the Additional Term Secured Parties represented thereby); provided, that such amendment, waiver or consent does not
materially adversely affect the rights or interests of the Term Loan Secured Parties or such other Additional Term Secured
Parties, as applicable, in the Collateral. The applicable Additional Term Agent shall give written notice of such amendment,
waiver or consent to the Term Loan Agent and each such other Additional Term Agent; provided that the failure to give such
notice shall not affect the effectiveness of such amendment, waiver or consent with respect to the provisions of any Term
Loan Collateral Document or Additional Term Collateral Document as set forth in this Section 7.4(f).


 






     


     


    

 


Section 7.5   Addresses
for Notices


 


Unless otherwise specifically
provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally
served, faxed, sent by electronic mail or sent by overnight express courier service or United States mail and shall be deemed to
have been given when delivered in person or by courier service, upon receipt of a facsimile or upon receipt of electronic mail
sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening
of business on the next Business Day for the recipient) or five (5) days after deposit in the United States mail (certified,
with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto (until notice of a change
thereof is delivered as provided in this Section) shall be as set forth below 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.


 


 





	ABL Agent:	Wells Fargo Bank, National Association
	 	1800 Century Park East, Suite 1100
	 	Los Angeles, CA 90067
	 	Attn: Relationship Manager – Lannett Company, Inc.
	 	 
	Term Loan Agent:	Alter Domus (US) LLC, as Administrative Agent
	 	225 West Washington Street, 9th Floor
	 	Chicago, Illinois 60606
	 	Attention: Legal Department & CPC Agency
	 	Email Address:	legal@alterdomus.com
		 	cpcagency@alterdomus.com
	 	Fax:	312-376-0751








	 Any Additional Term Agent:	 As set forth in
    the Additional Term Indebtedness Joinder executed and delivered by such Additional Term Agent pursuant to Section 7.11.




 


Section 7.6   No
Waiver, Remedies


 


No failure on the part
of any Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single
or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 






     


     


    

 


Section 7.7   Continuing
Agreement, Transfer of Secured Obligations


 


This Agreement is a continuing
agreement and shall (a) remain in full force and effect until the Discharge of ABL Obligations, the Discharge of Term Loan
Obligations and the Discharge of Additional Term Obligations shall have occurred, (b) be binding upon the Parties and their
successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors,
transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim
under, to or in respect of this Agreement or any Collateral, subject to Section 7.10 hereof. All references to any
Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency
Proceeding. Without limiting the generality of the foregoing clause (c), the ABL Agent, any ABL Secured Party, the Term Loan Agent,
any Term Loan Secured Party, any Additional Term Agent or any Additional Term Secured Party may assign or otherwise transfer all
or any portion of the ABL Obligations, the Term Loan Obligations or any Additional Term Obligations, as applicable, to any other
Person, and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the
ABL Agent, the Term Loan Agent, such ABL Secured Party, such Term Loan Secured Party, such Additional Term Agent or such Additional
Term Secured Party, as the case may be, herein or otherwise. The ABL Secured Parties, the Term Loan Secured Parties and any Additional
Term Secured Parties may continue, at any time and without notice to the other Parties hereto, to extend credit and other financial
accommodations, lend monies and provide indebtedness to, or for the benefit of, any Credit Party on the faith hereof.


 


Section 7.8   Governing
Law; Entire Agreement


 


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, without giving effect to its principles or rules of conflict of laws to the extent such
principles or rules are not mandatorily applicable by statute and would require or permit the application of the laws of another
jurisdiction. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter
hereof and supersedes any prior agreements, written or oral, with respect thereto.


 


Section 7.9   Counterparts


 


This Agreement may be
executed in any number of counterparts (including by facsimile and other electronic transmission), and it is not necessary that
the signatures of all Parties be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and
all together shall constitute one and the same document.


 


Section 7.10 No
Third Party Beneficiaries


 


This Agreement and the
rights and benefits hereof shall inure to the benefit of each of the parties hereto and its respective successors and assigns and
shall inure to the benefit of each of the ABL Agent, the ABL Secured Parties, the Term Loan Agent, the Term Loan Secured Parties,
each Additional Term Agent, the Additional Term Secured Parties and the Company and the other Credit Parties. No other Person shall
have or be entitled to assert rights or benefits hereunder.


 


Section 7.11 Designation
of Additional Term Indebtedness; Joinder of Additional Term Agents


 


(a)            The Company
may designate any Additional Term Indebtedness complying with the requirements of the definition of “Additional Term Indebtedness”
as Additional Term Indebtedness for purposes of this Agreement, upon complying with the following conditions:


 


(i)             one
or more Additional Term Agents for one or more Additional Term Secured Parties in respect of such Additional Term Indebtedness
shall have executed the Additional Term Indebtedness Joinder with respect to such Additional Term Indebtedness, and the Company
or any such Additional Term Agent shall have delivered such executed Additional Term Indebtedness Joinder to the ABL Agent, the
Term Loan Agent and any other Additional Term Agent then party to this Agreement;


 






     


     


    

 


(ii)            at
least five Business Days (unless a shorter period is agreed in writing by the Parties and the Company) prior to delivery of the
Additional Term Indebtedness Joinder, the Company shall have delivered to the ABL Agent, the Term Loan Agent and any other Additional
Term Agent then party to this Agreement complete and correct copies of any Additional Term Credit Facility, Additional Term Guarantees
and Additional Term Collateral Documents that will govern such Additional Term Indebtedness upon giving effect to such designation
(which may be unexecuted copies of Additional Term Documents to be executed and delivered concurrently with the effectiveness of
such designation); and


 


(iii)           the
Company shall have executed and delivered to the ABL Agent, the Term Loan Agent and any other Additional Term Agent then party
to this Agreement an Additional Term Indebtedness Designation, with respect to such Additional Term Indebtedness.


 


(b)            Upon
satisfaction of the foregoing conditions specified in the preceding Section 7.11(a), (i) the designated Additional Term
Indebtedness shall constitute “Additional Term Indebtedness,” any Additional Term Credit Facility under which
such Additional Term Indebtedness is or may be incurred shall constitute an “Additional Term Credit Facility,”
any holder of such Additional Term Indebtedness or other applicable Additional Term Secured Party shall constitute an “Additional
Term Secured Party,” and any Additional Term Agent for any such Additional Term Secured Party shall constitute an “Additional
Term Agent,” and (ii) any designated Additional Term Indebtedness shall constitute “Additional Term Indebtedness,”
any Additional Term Credit Facility under which such Additional Term Indebtedness is or may be incurred shall constitute an “Additional
Term Credit Facility” and an “Additional Term Credit Facility,” any holder of such Additional Term
Indebtedness or other applicable Additional Term Secured Party shall constitute an “Additional Term Secured Party”
and an “Additional Term Secured Party,” and any Additional Term Agent for any such Additional Term Secured Party
shall constitute an “Additional Term Agent”. The date on which the foregoing conditions specified in Section 7.11(a) shall
have been satisfied with respect to such Additional Term Indebtedness is herein called the “Additional Term Effective
Date.” Prior to the Additional Term Effective Date with respect to such Additional Term Indebtedness, all references
herein to Additional Term Indebtedness shall be deemed not to take into account such Additional Term Indebtedness, and the rights
and obligations of the ABL Agent, the Term Loan Agent and any other Additional Term Agent then party to this Agreement shall be
determined on the basis that such Additional Term Indebtedness is not then designated. On and after the Additional Term Effective
Date with respect to such Additional Term Indebtedness, all references herein to Additional Term Indebtedness shall be deemed to
take into account such Additional Term Indebtedness, and the rights and obligations of the ABL Agent, the Term Loan Agent and any
other Additional Term Agent then party to this Agreement shall be determined on the basis that such Additional Term Indebtedness
is then designated.


 


(c)            In
connection with any designation of Additional Term Indebtedness pursuant to this Section 7.11, each of the ABL
Agent, the Term Loan Agent and any Additional Term Agent then party hereto agrees at the Company’s expense (x) to
execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other
modifications to, any Term Loan Collateral Documents, ABL Collateral Documents, or Additional Term Collateral Documents, as
applicable, and any blocked account, control or other agreements relating to any security interest in Control Collateral or
Cash Collateral, and to make or consent to any filings or take any other actions, as may be reasonably deemed by the Company
to be necessary or reasonably desirable for any Lien on any Collateral to secure such Additional Term Indebtedness to become
a valid and perfected Lien (with the priority contemplated by this Agreement), provided that such amendment,
restatement, waiver or supplement does not adversely affect the validity, perfection or priority of the Lien of such Agent
(subject, as to priority, to the provisions of this Agreement) and (y) otherwise to reasonably cooperate to effectuate a
designation of Additional Term Indebtedness pursuant to this Section 7.11 (including if requested, by executing
an acknowledgment of any Additional Term Indebtedness Joinder or of the occurrence of any Additional Term Effective
Date).


 






     


     


    

 


Section 7.12 Term
Loan Collateral Representative and ABL Agent; Notice of Change


 


The Term Loan Collateral
Representative shall act for the Term Loan Collateral Secured Parties as provided in this Agreement, and shall be entitled to so
act at the direction of the Requisite Term Holders from time to time. Until a Party (other than the existing Term Loan Collateral
Representative) receives written notice from the existing Term Loan Collateral Representative, in accordance with Section 7.5
of this Agreement, of a change in the identity of the Term Loan Collateral Representative, such Party shall be entitled to act
as if the existing Term Loan Collateral Representative is in fact the Term Loan Collateral Representative. Each Party (other than
the existing Term Loan Collateral Representative) shall be entitled to rely upon any written notice of a change in the identity
of the Term Loan Collateral Representative which facially appears to be from the then existing Term Loan Collateral Representative
and is delivered in accordance with Section 7.5 and such Agent shall not be required to inquire into the veracity or
genuineness of such notice. Each existing Term Loan Collateral Representative from time to time agrees to give prompt written notice
to each Party of any change in the identity of the Term Loan Collateral Representative.


 


The ABL Agent shall act
for the ABL Secured Parties as provided in this Agreement, and shall be entitled to so act at the direction of the Requisite ABL
Holders from time to time. Until a Party (other than the existing ABL Agent) receives written notice from the existing ABL Agent,
in accordance with Section 7.5 of this Agreement, of a change in the identity of the ABL Agent, such Party shall be
entitled to act as if the existing ABL Agent is in fact the ABL Agent. Each Party (other than the existing ABL Agent) shall be
entitled to rely upon any written notice of a change in the identity of the ABL Agent which facially appears to be from the then
existing ABL Agent and is delivered in accordance with Section 7.5 and such Agent shall not be required to inquire
into the veracity or genuineness of such notice. Each existing ABL Agent from time to time agrees to give prompt written notice
to each Party of any change in the identity of the ABL Agent.


 


Section 7.13 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 ABL Secured Parties, the Term Loan
Secured Parties and any Additional Term Secured Parties, respectively. Nothing in this Agreement is intended to or shall impair
the rights of the Company or any other Credit Party, or the obligations of the Company or any other Credit Party to pay the ABL
Obligations, the Term Loan Obligations and any Additional Term Obligations as and when the same shall become due and payable in
accordance with their terms.


 


Section 7.14 Headings


 


The headings of the articles
and sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.


 






     


     


    

 


Section 7.15 Severability


 


If any of the provisions
in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision of this Agreement and shall not invalidate the Lien Priority or the application
of Proceeds and other priorities set forth in this Agreement.


 


Section 7.16 Attorneys
Fees


 


The Parties agree that
if any dispute, arbitration, litigation, or other proceeding is brought with respect to the enforcement of this Agreement or any
provision hereof, the prevailing party in such dispute, arbitration, litigation, or other proceeding shall be entitled to recover
its reasonable attorneys’ fees and all other costs and expenses incurred in the enforcement of this Agreement, irrespective
of whether suit is brought.


 


Section 7.17 VENUE;
JURY TRIAL WAIVER


 


(a)            EACH PARTY
HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN
DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RELATED THERETO, AND EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES
HERETO 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.


 


(b)            EACH
PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY
CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT
KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,
A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


(c)            EACH
PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.5.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW.


 






     


     


    

 


Section 7.18 Intercreditor
Agreement


 


This Agreement is the
 “ABL/Term Loan Intercreditor Agreement” referred to in the ABL Credit Agreement, the “ABL/Term Loan Intercreditor
Agreement” referred to in the Term Loan Credit Agreement and the “ABL/Term Loan Intercreditor Agreement or ABL/Secured
Notes Intercreditor Agreement” referred to in any Additional Term Credit Facility. Nothing in this Agreement shall be deemed
to subordinate the right of any ABL Secured Party to receive payment to the right of any Term Loan Secured Party or any Additional
Term Secured Party to receive payment or of any Term Loan Secured Party or any Additional Term Secured Party to receive payment
to the right of any ABL Secured Party to receive payment (whether before or after the occurrence of an Insolvency Proceeding),
it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens as between the ABL Secured Parties,
on the one hand, and the Term Loan Secured Parties or any Additional Term Secured Parties, on the other hand, but not a subordination
of Indebtedness.


 


Section 7.19 No
Warranties or Liability


 


The Term Loan Agent,
the ABL Agent and any Additional Term Agent each acknowledges and agrees that none of the other Parties has made any representation
or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of any other ABL
Document, any other Term Loan Document or any other Additional Term Document. Except as otherwise provided in this Agreement, the
Term Loan Agent, the ABL Agent and any Additional Term Agent will be entitled to manage and supervise their respective extensions
of credit to any Credit Party in accordance with law and their usual practices, modified from time to time as they deem appropriate.


 


Section 7.20 Conflicts


 


In the event of any conflict
between the provisions of this Agreement and the provisions of any ABL Document, any Term Loan Document or any Additional Term
Document, the provisions of this Agreement shall govern. The parties hereto acknowledge that the terms of this Agreement are not
intended to negate any specific rights granted to, or obligations of, the Company or any other Credit Party in the Term Loan Documents,
the ABL Documents or any Additional Term Documents.


 


Section 7.21 Information
Concerning Financial Condition of the Credit Parties


 


None of the Term Loan
Agent, the ABL Agent and any Additional Term Agent has any responsibility for keeping any other Party informed of the financial
condition of the Credit Parties or of other circumstances bearing upon the risk of nonpayment of the ABL Obligations, the Term
Loan Obligations or any Additional Term Obligations. The Term Loan Agent, the ABL Agent and any Additional Term Agent hereby agree
that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances.
In the event the Term Loan Agent, the ABL Agent or any Additional Term Agent, in its sole discretion, undertakes at any time or
from time to time to provide any information to any other party to this Agreement, it shall be under no obligation (A) to
provide any such information to such other party or any other party on any subsequent occasion, (B) to undertake any investigation
not a part of its regular business routine, or (C) to disclose any other information.


 


Section
7.22 Excluded Assets.


 


For the avoidance of doubt, nothing in this
Agreement (including Sections 2.1, 2.5, 4.1, 6.1 and 6.9) shall be deemed to provide or require that any Agent or any Secured Party
represented thereby receive any Proceeds of, or any Lien on, any Property of any Credit Party that constitutes “Excluded
Assets” under (and as defined in) the applicable Credit Facility or any related Credit Document to which such Agent is a
party.


 






     


     


    

 


Section
7.23 Concerning the Agents. It is understood and agreed that (a) the ABL Agent is entering into this
Agreement not in its individual capacity, but solely in its capacity as collateral agent under the ABL Documents,
(b) the Term Loan Agent is entering into this Agreement not in its individual capacity, but solely in its capacity as
collateral agent under the Term Loan Documents, and (c) each Additional Term Agent is entering into this Agreement not
in its individual capacity, but solely in its capacity as collateral agent under the Additional Term Documents. Each Agent
shall not be personally liable hereunder in its individual capacity except for its own gross negligence or willful misconduct
in the performance of its duties and obligations as expressly set forth herein, as determined in a final, non-appealable
judgment of a court of competent jurisdiction, and with respect to any discretionary rights or powers granted herein, shall
have the right to request written instructions or confirmation from such number or percentage of the applicable Secured
Parties as such Agent shall deem appropriate. No Agent shall have any liability or responsibility for the actions or
omissions of any other Secured Party, or for any other Secured Party’s compliance with (or failure to comply with) the
terms of this Agreement. Notwithstanding anything to the contrary herein, any obligation of any Agent to segregate, hold in
trust, remit, transfer and/or pay over any amounts (a “Turnover Amount”) in accordance with this
Agreement, including, without limitation, Section 3.2 hereunder, shall be subject to such Agent having actual knowledge
of the Turnover Amount being in contravention of this Agreement and not having paid out the Turnover Amount to another
Secured Party in accordance with the applicable Credit Documents prior to acquiring such knowledge. Nothing in this Agreement
shall be construed to operate as a waiver by any Agent of the benefit of any rights, privileges, protections, immunities,
exculpations, or indemnities in its favor under the applicable Credit Documents and each Agent shall be entitled to all such
rights, privileges, protections, immunities, exculpations, or indemnities in connection with the execution of this Agreement
and in taking or omitting to take any actions hereunder.


 


[Signature pages follow]


 






     


     


    

 





 


IN WITNESS WHEREOF, the
ABL Agent, for and on behalf of itself and the ABL Secured Parties, and the Term Loan Agent, for and on behalf of itself and the
Term Loan Secured Parties, have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, as ABL Agent
	 	 
	 	By: 	/s/Salvatore Tulumello
	 	 	Name: Salvatore Tulumello
	 	 	Title: Vice President
	 	 
	 	ALTER
    DOMUS (US) LLC, as Term Loan Agent
	 	 
	 	By:  	/s/Matthew Trybula
	 	 	Name: Matthew Trybula
	 	 	Title: Associate Counsel



 


[Signature Page to Intercreditor Agreement]


 



     


     


    

 


ACKNOWLEDGMENT


 


Each Borrower and each
Guarantor hereby acknowledges that it has received a copy of this Agreement and consents thereto, agrees to recognize all rights
granted thereby to the ABL Agent, the ABL Secured Parties, the Term Loan Agent, the Term Loan Secured Parties, any Additional Term
Agent and any Additional Term Secured Parties and will not do any act or perform any obligation which is not in accordance with
the agreements set forth in this Agreement.


 


CREDIT PARTIES:


 


	 	LANNETT COMPANY, INC.,as the
    Parent Borrower
	 	 
	 	By: 	/s/Timothy C. Crew
	 	 	Name: Timothy C. Crew
	 	 	Title: Chief Executive Officer
	 	 
	 	LANNETT HOLDINGS, INC.,as Guarantor
	 	 
	 	By: 	/s/Robert Ehlinger
	 	 	Name: Robert Ehlinger
	 	 	Title: President
	 	 
	 	CODY LABORATORIES, INC.,as Guarantor
	 	 
	 	By: 	/s/John M. Abt
	 	 	Name: John M. Abt
	 	 	Title: President
	 	 
	 	SILARX PHARMACEUTICALS, INC.,as Guarantor
	 	 
	 	By: 	/s/Neha Desai-Jimenez
	 	 	Name: Neha Desai-Jimenez
	 	 	Title: President and Director of Operations
	 	 
	 	KREMERS URBAN PHARMACEUTICALS INC.,as Guarantor
	 	 
	 	By:	/s/Grant Brock
	 	 	Name: Grant Brock
	 	 	Title: President







 


[Acknowledgment of Intercreditor Agreement]


 



     


     


    




 





EXHIBIT A


 


ADDITIONAL TERM INDEBTEDNESS DESIGNATION


 


DESIGNATION
dated as of _______ __, 20__, by [COMPANY]1 (the “Company”). Capitalized terms used herein and
not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement (as amended, supplemented, waived
or otherwise modified from time to time, the “Intercreditor Agreement”) entered into as December 7, 2020,
between WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns
in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”)
for the ABL Secured Parties and Alter Domus (US) LLC (as successor to MORGAN STANLEY
SENIOR FUNDING, INC.), in its capacity as collateral agent (together with its successors and assigns in such capacity from
time to time, and as further defined in the Intercreditor Agreement, the “Term Loan Agent”) for the Term Loan
Secured Parties.2 Capitalized terms used herein and
not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference is made to
that certain [insert name of Additional Term Credit Facility], dated as of _______ __, 20__ (the “Additional Term Credit
Facility”), among [list any applicable Credit Party], [list Additional Term Secured Parties] [and Additional Term Agent,
as agent (the “Additional Term Agent”)].3


 


Section
7.11 of the Intercreditor Agreement permits the Company to designate Additional Term Indebtedness under the
Intercreditor Agreement. Accordingly:


 


Section 1. Representations
and Warranties. The Company hereby represents and warrants to the ABL Agent, the Term Loan Agent, and any Additional Term
Agent that:


 


(1)            the
Indebtedness incurred or to be incurred under the Additional Term Credit Facility constitutes “Additional Term Indebtedness”
which complies with the definition of such term in the Intercreditor Agreement; and


 


(2)            all
conditions set forth in Section 7.11 of the Intercreditor Agreement with respect to the Additional Term Indebtedness
have been satisfied.


 


Section 2. Designation
of Additional Term Indebtedness. The Company hereby designates such Indebtedness as Additional Term Indebtedness under the
Intercreditor Agreement.




 





 






1 Revise as appropriate to refer to any permitted
successor or assign.


 


2 Revise as appropriate to refer to any successor
ABL Agent or Term Loan Agent and to add reference to any previously added Additional Term Agent.


 


3 Revise as appropriate to refer to the relevant
Additional Term Credit Facility, Additional Term Secured Parties and any Additional Term Agent.


 



     


     


    

 


Exhibit A


Page 2


 



IN WITNESS OF, the undersigned
has caused this Designation to be duly executed by its duly authorized officer or other representative, all as of the day and year
first above written.


 


	 	[COMPANY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 




 



     


     


    

 


EXHIBIT B


 


ADDITIONAL TERM INDEBTEDNESS JOINDER


 


JOINDER,
dated as of _______________, 20__, among [COMPANY] (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further
defined in the Intercreditor Agreement, the “ABL Agent”)4
for the ABL Secured Parties, Alter Domus (US) LLC (as successor to
MORGAN STANLEY SENIOR FUNDING, INC.), in its capacity as collateral agent (together with its successors and assigns in such
capacity from time to time, and as further defined in the Intercreditor Agreement, the “Term Loan Agent”)5
for the Term Loan Secured Parties, [list any previously added Additional Term Agent] [and insert name of each Additional
Term Agent under any Additional Term Credit Facility being added hereby as party] and any successors or assigns thereof, to the
Intercreditor Agreement dated as of December 7, 2020 (as amended, supplemented, waived or otherwise modified from time to
time, the “Intercreditor Agreement”) among the ABL Agent, [and] the Term Loan Agent [and (list any previously
added Additional Term Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified
in the Intercreditor Agreement.


 


Reference is made to
that certain [insert name of Additional Term Credit Facility], dated as of _______ __, 20__ (the “Additional Term Credit
Facility”), among [list any applicable Credit Party], [list any applicable Additional Term Secured Parties (the “Joining
Additional Term Secured Parties”)] [and insert name of each applicable Additional Term Agent (the “Joining Additional
Term Agent”)].6


 


Section 7.11 of
the Intercreditor Agreement permits the Company to designate Additional Term Indebtedness under the Intercreditor Agreement. The
Company has so designated Indebtedness incurred or to be incurred under the Additional Term Credit Facility as Additional Term
Indebtedness by means of an Additional Term Indebtedness Designation.


 


Accordingly, [the Joining
Additional Term Agent, for and on behalf of itself and the Joining Additional Term Secured Parties,]7 hereby agrees
with the ABL Agent, the Term Loan Agent and any other Additional Term Agent party to the Intercreditor Agreement as follows:


 


Section 1. Agreement
to be Bound. The [Joining Additional Term Agent, for and on behalf of itself and the Joining Additional Term Secured Parties,]8
hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and shall, as of the Additional Term Effective
Date with respect to the Additional Term Credit Facility, be deemed to be a party to the Intercreditor Agreement.


 





 






4 Revise as appropriate to refer to any successor
ABL Agent.


 


5 Revise as appropriate to refer to any successor
Term Loan Agent.


 


6 Revise as appropriate to refer to the relevant
Additional Term Credit Facility, Additional Term Secured Parties and any Additional Term Agent.


 


7 Revise as appropriate to refer to any Additional
Term Agent being added hereby and any Additional Term Secured Parties represented thereby.


 


8 Revise references throughout as appropriate to
refer to the party or parties being added.


 



     


     


    

 


Exhibit B


Page 2


 


Section 2. Recognition
of Claims. (a) The ABL Agent (for and on behalf of itself and the ABL Secured Parties), the Term Loan Agent (for and
on behalf of itself and the Term Loan Secured Parties) and [each of] the Additional Term Agent[s](for and on behalf of itself
and any Additional Term Secured Parties represented thereby) hereby agree that the interests of the respective Secured
Parties in the Liens granted to the ABL Agent, the Term Loan Agent, or any Additional Term Agent, as applicable, under the
applicable Credit Documents shall be treated, as among the Secured Parties, as having the priorities provided for in Section 2.1
of the Intercreditor Agreement, and shall at all times be allocated among the Secured Parties as provided therein regardless
of any claim or defense (including any claims under the fraudulent transfer, preference or similar avoidance provisions of
applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally) to which the ABL Agent, the Term
Loan Agent, any Additional Term Agent or any Secured Party may be entitled or subject. The ABL Agent (for and on behalf of
itself and the ABL Secured Parties), the Term Loan Agent (for and on behalf of itself and the Term Loan Secured Parties), and
any Additional Term Agent party to the Intercreditor Agreement (for and on behalf of itself and any Additional Term Secured
Parties represented thereby) (a) recognize the existence and validity of the Additional Term Obligations represented by
the Additional Term Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional
Term Credit Facility or other applicable Additional Term Documents are invalid or not enforceable in accordance with their
terms as a result of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Term Agent
(for and on behalf of itself and the Joining Additional Term Secured Parties] (a) recognize[s] the existence and
validity of the ABL Obligations, the existence and validity of the Term Loan Obligations [and the existence and validity of
the Additional Term Obligations]9 and (b) agree[s] to refrain from making or asserting any claim that the
ABL Credit Agreement, the Term Loan Credit Agreement, the other ABL Documents or Term Loan Documents or the Additional Term
Credit Facility or the Additional Term Documents]10, as the case may be, are invalid or not enforceable in
accordance with their terms as a result of the circumstances surrounding the incurrence of such obligations.


 


Section 3. Notices.
Notices and other communications provided for under the Intercreditor Agreement to be provided to [the Joining Additional
Term Agent] shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is
delivered as provided in Section 7.5 of the Intercreditor Agreement).


 


Section 4. Miscellaneous.
THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE
THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.


 





 



 


9 Add reference to any previously added Additional
Term Obligations as appropriate.


 


10 Add reference to any previously added Additional
Term Credit Facility and related Additional Term Documents as appropriate.


 



     


     


    

 


Exhibit
B


Page
3


 


[Add Signatures]


 



     


     


    

 





EXHIBIT C


 


[TERM LOAN CREDIT AGREEMENT][ADDITIONAL
TERM CREDIT FACILITY] JOINDER


 


JOINDER,
dated as of _______________, 20__, among WELLS FARGO BANK, NATIONAL ASSOCIATION in its capacity as collateral agent (together
with its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the
 “ABL Agent”)1 for the ABL Secured
Parties, Alter Domus (US) LLC (as successor to MORGAN STANLEY SENIOR FUNDING, INC.),
in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further
defined in the Intercreditor Agreement, the “Term Loan Agent”)2
for the Term Loan Secured Parties, [list any previously added Additional Term Agent] [and insert name of additional
Term Loan Secured Parties or Term Loan Agent, as applicable, being added hereby as party] and any successors or assigns thereof,
to the Intercreditor Agreement dated as of December 7, 2020 (as amended, supplemented, waived or otherwise modified from
time to time, the “Intercreditor Agreement”), among the ABL Agent, [and] the Term Loan Agent3
[and (list any previously added Additional Term Agent)]. Capitalized terms used herein and not otherwise defined
herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference is made to
that certain [insert name of new facility], dated as of _______ __, 20__ (the “Joining [Term Loan Credit Agreement][Additional
Term Credit Facility]”), among [list any applicable Credit Party], [list any applicable new ABL Secured Parties, Term
Loan Secured Parties or Additional Term Secured Parties, as applicable (the “Joining [Term Loan Secured Parties][Additional
Term Secured Parties]”)] [and insert name of each applicable Agent (the “Joining [Term Loan][Additional] Agent”)].4


 


The Joining [Term Loan][Additional]
Agent, for and on behalf of itself and the Joining [Term Loan Secured Parties][Additional Term Secured Parties],5
hereby agrees with the Company and the other Grantors, the [ Term Loan][Additional] Agent and any other Additional Term Agent party
to the Intercreditor Agreement as follows:


 


Section 1. Agreement
to be Bound. The [Joining [Term Loan][Additional] Agent, for and on behalf of itself and the Joining [Term Loan Secured
Parties][Additional Term Secured Parties],]6 hereby agrees to be bound by the terms and provisions of the
Intercreditor Agreement and shall, as of the date hereof, be deemed to be a party to the Intercreditor Agreement as [the][a]
[Term Loan] [Additional] Agent. As of the date hereof, the Joining [Term Loan Credit Agreement][Additional Term Credit
Facility] shall be deemed [the][a] [Term Loan Credit Agreement] [Additional Term Credit Facility] under the Intercreditor
Agreement, and the obligations thereunder are subject to the terms and provisions of the Intercreditor Agreement.


 





 






1 Revise as appropriate to refer to any successor
ABL Agent.


 


2 Revise as appropriate to refer to any successor
Term Loan Agent.


 


3 Revise as appropriate to describe predecessor
Term Loan Agent or Term Loan Secured Parties, if joinder is for a new Term Loan Credit Agreement.


 


4 Revise as appropriate to refer to the new credit
facility, Secured Parties and Agents.


 


5 Revise as appropriate to refer to any Agent being
added hereby and any Secured Parties represented thereby.


 


6 Revise references throughout as appropriate to
refer to the party or parties being added.



 






     


     


    

 


Exhibit C


Page 3


 


Section 2. Notices.
Notices and other communications provided for under the Intercreditor Agreement to be provided to the Joining [Term Loan] [Additional]
Agent shall be sent to the address set forth on Annex 1 attached hereto (until notice of a change thereof is delivered as
provided in Section 7.5 of the Intercreditor Agreement).


 


Section 3. Miscellaneous.
THIS JOINDER SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO ITS CONFLICT OF LAWS PRINCIPLES TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE
THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.


 


[ADD SIGNATURES]