Execution Version


 


FIRST AMENDMENT TO

INTERCREDITOR AGREEMENT


 


THIS FIRST AMENDMENT TO
INTERCREDITOR AGREEMENT (this “Amendment”) is made and entered into as of December 2, 2022, by and among PNC BANK,
NATIONAL ASSOCIATION, successor to BBVA USA, in its capacity as agent under the ABL Documents (including its permitted successors an assigns
in such capacity from time to time, the “ABL Agent”), and Monroe Capital Management
Advisors, LLC, in its capacity as agent under the Term Loan Documents (including its permitted successors and assigns in such capacity
from time to time, the “Term Loan Agent”).


 


RECITALS


 


A.  Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations,
L.L.C., a Delaware limited liability company (“Landfill”), RWS Facility Services, LLC, a Delaware limited liability
company (“RWS”), Sustainable Solutions Group, LLC, a Delaware limited liability company (“SSG”,
and together Quest, Landfill, and RWS, jointly and severally, each as a “Borrower” and collectively the “Borrowers”),
the lenders party thereto, and ABL Agent, have entered into that certain Loan, Security and Guaranty Agreement, dated as of August 5,
2020 (as amended, supplemented or otherwise modified from time to time, the “ABL Credit Agreement”). The obligations
of Borrowers to repay such loans and other financial accommodations under the ABL Credit Agreement are guaranteed by Quest Resource Holding
Corporation, a Nevada corporation (“Holdings”), Quest Sustainability Services, Inc., a Delaware corporation (F/K/A
Earth911, Inc.) (“Parent”), Youchange, Inc., an Arizona corporation (“Youchange”), Quest Vertigent
Corporation, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability company (“Vertigent
One”), Global Alerts, LLC, a Delaware limited liability company (“Global Alerts”), and Sequoia Waste Management
Solutions, LLC, a Delaware limited liability company (“Sequoia”, and together with Holdings, Parent, Youchange, Vertigent,
Vertigent One, and Global Alerts, jointly and severally, each a “Guarantor” and collectively, the “Guarantors”,
and together with the Borrowers, the “Loan Parties” and each a “Loan Party”).


 


B. The Loan Parties, the
lenders party thereto, and Term Loan Agent have entered into that certain Credit Agreement, dated as of October 19, 2020 (as
amended, supplemented, or otherwise modified from time to time, the “Term Loan Agreement”), pursuant to which
such lenders have agreed to make loans and financial accommodations to certain of the Loan Parties. The obligations of such Loan
Parties to repay such notes and other amounts under the Term Loan Agreement are guaranteed by all other Loan Parties.


 


C.   ABL Agent and Term Loan Agent are parties to that certain Intercreditor Agreement, dated as of October 19, 2020 (the “Intercreditor
Agreement”), relating to the ABL Credit Agreement and Term Loan Agreement.


 


D. On or about the date
of this Amendment, the ABL Agent and Loan Parties are entering into that certain Third Amendment to Loan, Security and Guaranty
Agreement (the “ABL Amendment”) that will, among other things, increase the size of the revolving credit facility
available to the Borrowers under the ABL Credit Agreement. On or about the date of this Amendment, the Term Loan Agent, the lenders
party thereto and the Loan Parties are entering into that certain Fourth Amendment to Credit Agreement (the “Term Loan
Amendment”). It is a condition precedent to the ABL Agent’s entry into the ABL Amendment and the Term Loan
Agent’s entry into the Term Loan Amendment that the Term Loan Agent and ABL Agent, respectively, agree to amendments to the
Intercreditor Agreement in the manner set forth herein, and, subject to the terms and conditions hereinafter set forth, the Term
Loan Agent and ABL Agent have agreed to amend the Intercreditor Agreement in the manner set forth herein.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:


 


AGREEMENT


 


ARTICLE I

Definitions


 


1.01 Capitalized terms used in this Amendment are defined in the Intercreditor Agreement, as amended hereby, unless otherwise stated.


 


ARTICLE II

Amendments


 


2.01 Amendments to the Intercreditor Agreement. The Intercreditor Agreement is hereby amended (a) to delete the red
or green stricken text (indicated textually in the same manner as the following examples: stricken text
and stricken text) and (b) to add the blue or green double-underlined text (indicated
textually in the same manner as the following examples: double-underlined
text and double-underlined text), in each case, as set forth
in the marked copy of the Intercreditor Agreement attached hereto as Annex A and incorporated herein and made a part hereof
for all purposes.


 


ARTICLE III

Conditions Precedent


 


3.01 Conditions to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions
precedent in a manner satisfactory to ABL Agent and the Term Loan Agent:


 


(a) ABL Agent shall have received this Amendment duly executed by each party hereto (and acknowledged by the Loan Parties).


 


(b) Term Loan
Agent shall have received this Amendment duly executed by each party hereto (and acknowledged by the Loan Parties).


 


(c) The ABL Amendment shall have become effective in accordance with its terms and the Term Loan Agent shall have received a duly executed
copy thereof.


 






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(d) The Term
Loan Amendment shall have become effective in accordance with its terms and the ABL Agent shall have received a duly executed copy
thereof.


 


ARTICLE IV

Ratifications, Representations and Warranties


 


4.01 Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms
and provisions set forth in the Intercreditor Agreement and, except as expressly modified and superseded by this Amendment, the terms
and provisions of the Intercreditor Agreement are ratified and confirmed and shall continue in full force and effect. On and after the
date hereof, each reference in any of the ABL Documents or the Term Loan Documents to the “Intercreditor Agreement” shall
mean and be a reference to the Intercreditor Agreement as amended by this Amendment.


 


4.02 Representations
and Warranties. Each of the ABL Agent and the Term Loan Agent hereby represents and warrants as follows to the other agent:


 


(a)  This Amendment and the Intercreditor Agreement, as amended hereby, constitute legal, valid and binding obligations of the ABL Agent
and Term Loan Agent and are enforceable against it in accordance with their respective terms, except as such enforceability may be limited
by any applicable bankruptcy, insolvency moratorium, or similar laws affecting creditors’ rights generally or by general principles
of equity.


 


(b) The representations
and warranties made by it in the Intercreditor Agreement are true and correct in all material respects on and as of the date hereof
to the same extent as made on and as of the date hereof, except to the extent such representations and warranties specifically
relate to an earlier date, in which case such representations and warranties were true and correct in all material respects on and
as of such date.


 


ARTICLE V

Miscellaneous Provisions


 


5.01 Survival of Representations and Warranties. All representations and warranties made in this Amendment shall be considered
to have been relied upon by the other party hereto and shall survive the execution and delivery of this Amendment, regardless of any investigation
made by any such other party.


 


5.02 Severability.
Any provision of this Amendment that is prohibited or unenforceable shall not impair or invalidate the remaining provisions hereof,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


5.03 Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of the ABL Agent, the ABL Claimholders,
the Term Loan Agent, the Term Loan Claimholders, and their respective successors and assigns.


 


5.04 Counterparts;
Electronic Signatures. This Amendment may be executed in one or more counterparts (and by different parties hereto in different
counterparts), each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute
one and the same instrument. This Amendment may be executed by facsimile transmission or other electronic means, which facsimile or other
electronic signatures shall be considered original executed counterparts, and each party to this Amendment agrees that it will be bound
by its own facsimile or other electronic signature and that it accepts the facsimile or other electronic signature of each other party
to this Amendment.


 






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5.05 Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect
the interpretation of this Amendment.


 


5.06 Submission
to Jurisdiction; Waivers. Section 9.6 of the Intercreditor Agreement is hereby incorporated herein, mutatis mutandis.


 


5.07 Applicable Law. Section 9.9 of the Intercreditor Agreement is hereby incorporated herein, mutatis mutandis.


 


5.08 Final Agreement.
THE INTERCREDITOR AGREEMENT,AS AMENDED HEREBY, REPRESENTS THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE INTERCREDITOR AGREEMENT, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED OR QUALIFIED BY
ANY OTHER AGREEMENT, ORAL OR WRITTEN, BEFORE THE DATE HEREOF. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION,
RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY THE
ABL AGENT AND TERM LOAN AGENT.


 


[Signature pages follow.]


 






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IN WITNESS WHEREOF, this
Amendment has been executed on the date first written above, to be effective as the date set forth above.


 


	ABL AGENT:	 
	 	 	 
	PNC BANK, National Association,	 
	Successor to BBVA USA, as ABL Agent	 
	 	 	 
	By:	/s/ Brad Miller	 
	Name:	Brad Miller	 
	Title:	Vice President	 



 


Signature Page – Quest – First Amendment
to Intercreditor Agreement


  






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	TERM LOAN AGENT:	 
	 	 	 
	MONROE CAPITAL MANAGEMENT ADVISORS, LLC,	 
	as Term Loan Agent	 
	 	 	 
	By:	/s/ Alex Parmacek	 
	Name:	Alex Parmacek	 
	Title:	Director	 



 


Signature Page – Quest – First Amendment
to Intercreditor Agreement


 






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ACKNOWLEDGMENT AND AGREEMENT


 


Each of the Loan Parties hereby
acknowledges that is has received a copy of the First Amendment to Intercreditor Agreement to which this Acknowledgement and Agreement
is attached (the “Amendment”) and agrees to recognize all rights granted by the Intercreditor Agreement (as amended
by the Amendment) to the ABL Claimholders and the Term Loan Claimholders, waives the provisions of Section 9-615(a) of the UCC in connection
with the application of Proceeds of Collateral in accordance with the provisions of the Intercreditor Agreement (as amended by the Amendment),
and agrees that it will not do any act in violation of any express restriction or prohibition in the Intercreditor Agreement (as amended
by the Amendment). The Loan Parties each further acknowledge and agree that they are not an intended beneficiary or third party beneficiary
under the Intercreditor Agreement, as amended, restated, supplemented, or otherwise modified hereafter.


 


	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST WRITTEN ABOVE:
	LOAN PARTIES:	 
	 	 	 
	QUEST RESOURCE MANAGEMENT GROUP, LLC	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	LANDFILL DIVERSION INNOVATIONS, L.L.C.	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	RWS FACILITY SERVICES, LLC	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	SUSTAINABLE SOLUTIONS GROUP, LLC	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 



 


Signature Page – Quest – Loan Party
Acknowledgement re: First Amendment to Intercreditor Agreement


 






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	QUEST RESOURCE HOLDING CORPORATION	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	 	 	 
	QUEST SUSTAINABILITY SERVICES, INC. 	 
	(F/K/A EARTH 911, INC.)	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	 	 	 
	YOUCHANGE, INC.	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	 	 	 
	QUEST VERTIGENT CORPORATION	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	 	 	 
	QUEST VERTIGENT ONE, LLC	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 



 


Signature Page – Quest – Loan Party
Acknowledgement re: First Amendment to Intercreditor Agreement


 






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	GLOBAL ALERTS, LLC	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 
	 	 	 
	 	 	 
	SEQUOIA WASTE MANAGEMENT SOLUTIONS, LLC	 
	 	 	 
	By:	/s/ Brett Johnston	 
	Name:	Brett Johnston	 
	Title:	Chief Financial Officer	 



  


Signature Page – Quest – Loan Party
Acknowledgement re: First Amendment to Intercreditor Agreement


  






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Annex A


 


Amended Intercreditor Agreement


 


EXECUTION
VERSIONAnnex
A


 


Amended
Intercreditor Agreement


 


(see
attached)


 


Conformed
through the First Amendment, dated December 2, 2022


 


INTERCREDITOR AGREEMENT


 


This INTERCREDITOR
AGREEMENT (this “Agreement”) is dated as of October 19, 2020, and entered into by and between BBVA USA, in
its capacity as agent under the ABL Documents, including its permitted successors and assigns in such capacity from time to time (“ABL
Agent”), and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, in its capacity as agent under the Term Loan Documents, including
its permitted successors and assigns in such capacity from time to time (“Term Loan Agent”).


 


RECITALS


 


WHEREAS,
Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations,
L.L.C., a Delaware limited liability company (“Landfill”, and together with Quest,
collectively,”), RWS Facility Services, LLC, a Delaware
limited liability company (“RWS”), Sustainable Solutions Group, LLC, a Delaware limited liability company (“SSG”,
and together with Quest, Landfill, and RWS, jointly and severally, the “Borrowers” and each a “Borrower”),
provided, that, to the extent the borrowers under the Term Loan Agreement are different from the Borrowers under the ABL Credit Agreement,
the term “Borrowers” shall refer to the borrowers under either agreement, as applicable) the lenders party thereto, and ABL
Agent, have entered into that certain Loan, Security and Guaranty Agreement dated as of August 5, 2020 (as amended, supplemented or otherwise
modified from time to time in accordance with the terms hereof, the “ABL Credit Agreement”) providing for a term loan
and a revolving credit facility pursuant to which such lenders have or may, from time to time, make loans and provide other financial
accommodations to Borrowers. The obligations of Borrowers to repay such loans and other financial accommodations under the ABL Credit
Agreement are guaranteed by Quest Resource Holding Corporation, a Nevada corporation (“Holdings”), Quest Sustainability
Services, Inc., a Delaware corporation (F/K/A Earth911, Inc.) (“Parent”), Youchange, Inc., an Arizona corporation (“Youchange”),
Quest Vertigent Corporation, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability
company (“Vertigent One”), Global Alerts, LLC, a Delaware limited liability company (“Global Alerts”),
and Sequoia Waste Management Solutions, LLC, a Delaware limited liability company
(“Sequoia”; and together with Youchange, Vertigent, Vertigent One,
Global Alerts, Parent and Holdings and any other Person that guaranties any of the
ABL Debt, the “Guarantors”)”;
and together with the Borrowers, the “Loan Parties”);


 


WHEREAS,
the Loan Parties, the lenders party thereto, and Term Loan Agent have entered into that certain Credit Agreement dated as of the date
hereof (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “Term Loan
Agreement”) pursuant to which such lenders have agreed to make loans and financial accommodations to Borrowers. The obligations
of Borrowers to repay such notes and other amounts under the Term Loan Agreement are guaranteed by the Loan Parties;


 






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WHEREAS, the obligations of Loan Parties under the
ABL Documents are to be secured


 


(a)          
on a first priority basis by Liens on the ABL Priority Collateral, and (b) on a second priority basis by Liens on the Term Loan
Priority Collateral;


 


WHEREAS,
the obligations of Borrowers and the Guarantors under the Term Loan Documents are to be secured (a) on a first priority basis by Liens
on the Term Loan Priority Collateral, and (b) on a second priority basis by Liens on the ABL Priority Collateral; and


 


WHEREAS, ABL Agent, for itself and on behalf of the
ABL Claimholders, and Term Loan Agent, for itself and on behalf of the Term Loan Claimholders, desire to enter into this Agreement to
(a) confirm the relative priority of their respective security interests in the assets of Borrowers and the Guarantors, (b) provide for
the application, in accordance with such priorities, of proceeds of such assets and properties, and (c) address certain other matters.


 


AGREEMENT


 


In consideration
of the foregoing, the mutual covenants and obligations herein set forth, and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


SECTION 1 . Definitions; Rules of Construction.


 


1.1   
Defined Terms. Any terms (whether capitalized or lower case) used in this Agreement that are defined in the UCC shall
be construed and defined as set forth in the UCC unless otherwise defined herein; provided, that to the extent that the UCC is
used to define any term used herein and if such term is defined differently in different Articles of the UCC, the definition of such term
contained in Article 9 of the UCC shall govern. As used in the Agreement, the following terms shall have the following meanings:


 


“ABL Agent”
has the meaning set forth in the preamble to this Agreement. “ABL Cap” means, as of any date of determination, the
result of:


 


(a)   
the sum of (which amount, to the extent permitted in accordance with the terms of this Agreement, shall be increased by
the amount of all interest, fees, costs, expenses, indemnities, and other amounts accrued or charged with respect to any ABL Debt (other
than Excess ABL Debt) as and when the same accrues or becomes due and payable, irrespective of whether the same is added to the principal
amount of the ABL Debt and including the same as would accrue and become due but for the commencement of an Insolvency Proceeding, whether
or not such amounts are allowed or allowable, in whole or in part, in any such Insolvency Proceeding):


 


(i)                
$18,700,0001829,700,000,
plus


 


(ii)              
the amount of incremental Revolving Credit Commitments (as defined in the ABL Credit Agreement) actually utilized pursuant
to Section 2.4 of the ABL Credit Agreement multiplied by 110%, provided, that, in no event shall the amount under this subsection (ii)
exceed $11,000,000;


 






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(iii) the amount of Bank Product
                                                        Obligations in an amount not to exceed $2,000,0002,0007,750,000
                                                        and Derivative Obligations in an amount not to exceed $1,500,000, plus


		



 


		(iv)	the ABL DIP Amount,



 


minus


 


		(b)	the sum of:



 


(i)   
the aggregate amount of all permanent reductions of the revolving credit commitments under the ABL Credit Agreement, including
those accompanied by permanent repayments and prepayments of the principal amount of the revolving loan obligations (other than the permanent
reduction of revolving credit commitments replaced dollar for dollar with a Refinancing thereof), plus


 


(ii)   
the aggregate amount of all permanent repayments and prepayments of the principal amount of term loan obligations under
the ABL Credit Agreement (other than payments of such term loan obligations in connection with a Refinancing thereof).


 


“ABL Cash Collateral” has the meaning set
forth in Section 6.2(a).


 


“ABL
Claimholders” means, as of any date of determination, the holders of the ABL Debt at that time, including (a) ABL Agent, (b)
the ABL Lenders, (c) the Issuing Bank (as defined in the ABL Credit Agreement), and (d) any of their respective Affiliates holding ABL
Debt.


 


“ABL
Collateral” means the assets of each and every Grantor, whether real, personal or mixed, with respect to which a Lien is granted
(or purported to be granted) as security for any ABL Debt, including all Proceeds and products thereof.


 


“ABL
Collateral Documents” means the ABL Security Documents and any other agreement, document, or instrument pursuant to which a
Lien is granted (or purported to be granted) securing any ABL Debt or under which rights or remedies with respect to such Liens are governed.


 


Agreement.


 


“ABL Credit Agreement”
has the meaning set forth in the recitals to this Agreement. 


 


“ABL Debt”
means all Obligations (as defined in the ABL Credit Agreement), and all other amounts owing, due, or secured under the terms of the
ABL Credit Agreement or any other ABL Document, whether now existing or arising hereafter, including all principal, premium,
interest, fees, attorneys’ fees, costs, charges, expenses, reimbursement obligations, obligations with respect to loans,
Letters of Credit, Bank Product Obligations, obligations to provide cash collateral in respect of Letters of Credit or Bank Product
Obligations or indemnities in respect thereof, any other indemnities or guarantees, and all other amounts payable under or secured
by any ABL Document (including, in each case, all amounts accruing on or after the commencement of any Insolvency Proceeding
relating to any Grantor, or that would have accrued or become due under the terms of the ABL Documents but for the effect of the
Insolvency Proceeding and irrespective of whether a claim for all or any portion of such amounts is allowable or allowed in such
Insolvency Proceeding), in each case whether direct or indirect, absolute or contingent, joint or several, due or not due, primary
or secondary, liquidated or unliquidated, secured or unsecured. For the avoidance of doubt, the foregoing shall constitute
“ABL Debt” notwithstanding any limitations on, restrictions of, or agreements by, Grantors in the Term Loan Documents
with respect to the incurrence of any ABL Debt (whether as a result of Overadvances (as defined in the ABL Credit Agreement) or
otherwise).


 






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“ABL
Default” means any “Event of Default”, as such term is defined in any ABL Document.


 


“ABL
Deficiency Claim” means any portion of the ABL Priority Debt consisting of an allowed unsecured claim under Section 506(a) of
the Bankruptcy Code (or any similar provision under any other law governing an Insolvency Proceeding).


 


“ABL
DIP Amount” means, after the commencement of an Insolvency Proceeding, the incremental principal amount of ABL DIP Financing,
not to exceed 10% of the sum of the principal amount of the ABL Debt and all unfunded commitments to extend ABL Debt under the ABL Credit
Agreement, in each case, outstanding immediately prior to the commencement of an Insolvency Proceeding.


 


“ABL DIP Financing” has the meaning set
forth in Section 6.2(a).


 


“ABL
DIP Financing Conditions” means (a) that (i) Term Loan Agent retains its Liens with respect to the Collateral that existed as
of the date of the commencement of the applicable Insolvency Proceeding (including Proceeds thereof arising after the commencement of
such Insolvency Proceeding), (ii) as to the Term Loan Priority Collateral that existed as of the date of the commencement of such Insolvency
Proceeding (including Proceeds thereof arising after such commencement of the Insolvency Proceeding), Term Loan Agent’s Liens with
respect to such Term Loan Priority Collateral remain senior and prior to the Liens (inclusive of any Liens securing the ABL DIP Financing)
of ABL Agent with respect to such Term Loan Priority Collateral, (iii) as to Term Loan Priority Collateral acquired by the applicable
Grantor after the commencement of such Insolvency Proceeding (excluding identifiable Proceeds of Term Loan Priority Collateral existing
prior to the commencement of applicable Insolvency Proceeding), if a Lien with respect to such Collateral is granted to secure the ABL
DIP Financing, then Term Loan Agent obtains a Lien with respect to such Collateral and the Liens with respect to such Collateral securing
the ABL DIP Financing are junior and subordinate to the Liens of Term Loan Agent with respect to such Collateral and the Term Loan Agent
is not restricted from seeking, and the ABL Agent does not object to, a replacement or additional Lien as adequate protection as permitted
by Section 6.5; (b) in the case of ABL DIP Financing, that the aggregate principal amount of such ABL DIP Financing does not exceed
the ABL DIP Amount, and the aggregate outstanding principal amount of other ABL Priority Debt outstanding as of the commencement of the
Insolvency Proceeding plus the ABL DIP Amount does not exceed the ABL Cap, (c) that the proposed ABL Cash Collateral order or ABL DIP
Financing documentation does not expressly require the sale of all or substantially all of the Collateral prior to a default under such
order or documentation, (d) the ABL Agent does not seek to obtain a priming Lien of any of the Term Loan Priority Collateral, (e) that
the proposed cash collateral use or ABL DIP Financing does not compel any Grantor to seek conformation of a specific plan of reorganization
for which all or substantially all of the material terms are set forth in the cash collateral order or documentation governing such ABL
DIP Financing and (f) that the ABL DIP Financing is otherwise subject to the terms of this Agreement.


 






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“ABL
Documents” means the ABL Collateral Documents, the ABL Credit Agreement,
the Line of Credit and Investment Sweep Rider, dated as of December 2, 2022, by and among the Borrowers and ABL Agent,
and each of the other Loan Documents (as that term is defined in the ABL Credit Agreement).


 


“ABL
Equipment” means (a) all equipment of the Grantors described
in reasonable detail on Exhibit A (which will be updated automatically when an updated Exhibit A is sent by the ABL Agent to the
Term Loan Agent) hereto, the purchase of which was financed at least 80% from the proceeds of the term loan included in ABL Debt and
(b) all equipment of the Grantors that is (x) acquired in connection with the acquisition by any Loan Party of all or substantially all
of the assets of Waste Disposal Solutions of North Carolina, Inc. (the "WDS Acquisition") and (y) described in reasonable detail
on an updated Exhibit A sent by the ABL Agent to the Term Loan Agent prior to consummation of the WDS Acquisition.


 


“ABL
Lenders” means the “Lenders” as that term is defined in the ABL Credit Agreement (including each Issuing Bank (as
defined in the ABL Credit Agreement)).


 


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


 


		(a)	all accounts;



 


		(b)	all inventory;



 


		(c)	all ABL Equipment;



 


(d)              
all instruments, documents, chattel paper (including all tangible and electronic chattel paper) and other contracts, in
each case to the extent governing, evidencing, substituting for, arising from or constituting Proceeds of any accounts and ABL Equipment;


 


(e)              
all deposit accounts and securities accounts, and cash and cash equivalents included in such deposit accounts or securities
accounts, but excluding identifiable Proceeds of Term Loan Priority Collateral and the Term Loan Collateral Account, and including identifiable
Proceeds of ABL Priority Collateral contained in the Term Loan Collateral Account;


 


(f)               
all guaranties, contracts of suretyship, trade-credit insurance, letters of credit, letter- of-credit rights, security and
other credit enhancements (including repurchase agreements), and supporting obligations, in each case in respect of accounts, including
identifiable deposits by and property of account debtors or other persons securing the obligations of account debtors in respect of accounts;


 






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(g)              
all proceeds of commercial tort claims arising solely from claims for loss solely with respect to ABL Equipment;


 


(h)              
all claims under policies of casualty and liability insurance arising solely from a loss of, or damage to, ABL Priority
Collateral and all trade credit insurance;


 


(i)                
all substitutions, replacements, accessions, products, rents or Proceeds of any of the foregoing, in any form, of any kind
or nature of any or all of the foregoing.


 


For purposes
of clarification, and notwithstanding anything to the contrary set forth in this Agreement, (i) Intellectual Property and, subject to
Section 3.11, any and all Proceeds thereof shall not constitute ABL Priority Collateral, but instead shall constitute Term Loan
Priority Collateral, (ii) (ii) 
any inventory that is or becomes branded, or produced through the use or other application of, any Intellectual Property,
whether pursuant to the exercise of rights pursuant to Section 3.9 or otherwise, shall constitute ABL Priority Collateral, and no Proceeds
arising from any Disposition of any such inventory shall be, or be deemed to be, attributable to Term Loan Priority Collateral and (iii)
Equity Interests of any Grantor or any Subsidiary thereof and any and all Proceeds thereof shall not constitute ABL Priority Collateral
but instead shall constitute Term Loan Priority Collateral.


 


“ABL Priority Debt”
means all ABL Debt other than Excess ABL Debt.


 


“ABL Retained Interest” has the meaning set forth in Section 10.7.


 


“ABL
Secured Claim” means any portion of the ABL Priority Debt not constituting an ABL Deficiency Claim.


 


“ABL
Security Documents” means the “ABL Credit Agreement” and the “Security Documents” as that term is defined
in the ABL Credit Agreement.


 


“Agent”
means ABL Agent or Term Loan Agent, as the context requires.


 


“Agreement” has the meaning set forth in the preamble
hereto.


 


“Bank
Product Obligations” means the “Product Obligations,” as that term is defined in the ABL Credit Agreement as in
effect on the date hereof.


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy,” as in effect from time to time, or any successor
statute.


 


“Bankruptcy
Law” means, as applicable, the Bankruptcy Code and any other federal, state, provincial or foreign law for the relief of debtors
or affecting creditors’ rights generally.


 


“Books”
means books and records of each Grantor (including each Grantor’s Records indicating, summarizing, or evidencing such Grantor’s
assets (including the Collateral) or liabilities, each Grantor’s Records relating to such Grantor’s business operations or
financial condition, including customer lists, invoices, credit memos, purchase and file orders, and each Grantor’s goods or general
intangibles related to such items).


 






    15 


     


    

 


“Borrower”
and “Borrowers” have the meanings set forth in the recitals to this Agreement.


 


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


 


“Claimholders”
means the ABL Claimholders and the Term Loan Claimholders, or any one of them.


 


“Collateral” means all
of the assets of each and every Grantor, whether real, personal or mixed, moveable or immoveable, constituting ABL Collateral or Term
Loan Collateral.


 


“Collateral Documents”
means the ABL Collateral Documents or the Term Loan Collateral Documents, as the context requires.


 


“Debt” means the ABL Debt or the Term
Loan Debt, as the context requires.


 


“Disposition” or
“Dispose” means the sale, assignment, transfer, license, lease (as lessor), exchange, or other disposition
(including any sale and leaseback transaction) of any property by any person (or the granting of any option or other right to do any
of the foregoing).


 


“Enforcement Action” means


 


(a)   
the taking of any action to enforce any Lien in respect of the Collateral, including the institution of any foreclosure
proceedings or the noticing of any public or private sale or other disposition pursuant to Article 9 of the UCC, Bankruptcy Code or other
applicable law, or the taking of any action in an attempt to vacate or obtain relief from a stay or other injunction restricting any other
action described in this definition,


 


(b)   
the exercise of any right or remedy provided to a secured creditor with respect to Collateral under the ABL Documents or
the Term Loan Documents (excluding any exercise of dominion of funds under a control agreement but including, in either case, any delivery
of any notice to seek to obtain payment directly from any account debtor of any Grantor or any depositary bank, securities intermediary,
or other person obligated on any Collateral of any Grantor, the making of any test verifications of accounts by reaching out to account
debtors or notification to any account debtor of any assignment of any account, the taking of any action or the exercise of any right
or remedy in respect of the Collateral, or the exercise of any right of setoff or recoupment with respect to obligations owed to any Grantor),
under applicable law, at equity, in an Insolvency Proceeding or otherwise, including the acceptance of Collateral in full or partial satisfaction
of an obligation,


 


(c)   
the Disposition of all or any portion of the Collateral, by private or public sale or any other means, in connection with
the exercise of enforcement rights relating to the Collateral,


 


(d)   
the solicitation of bids from third parties to conduct the Disposition of all or a material portion of the Collateral, in
connection with, or in anticipation of, the exercise of enforcement rights relating to the Collateral,


 






    16 


     


    

 


(e)   
the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers,
or other third parties for the purpose of valuing, marketing, or Disposing of all or a material portion of the Collateral within a commercially
reasonable period of time, following the occurrence and during the continuance of an “Event of Default” under the ABL Credit
Agreement or Term Loan Agreement, as applicable,


 


(f)   
the exercise of any other enforcement right relating to the Collateral (including the exercise of any voting rights relating
to any Equity Interests composing a portion of the Collateral) whether under the ABL Documents, the Term Loan Documents, under applicable
law of any jurisdiction, in equity, in an Insolvency Proceeding, or otherwise (including the commencement of applicable legal proceedings
or other actions with respect to the Collateral to facilitate the actions described in the preceding clauses), or


 


(g)   
the pursuit of ABL Default Dispositions or Term Loan Default Dispositions relative to all or a material portion of the Collateral
to the extent undertaken and being diligently pursued in good faith to consummate the Disposition of such Collateral within a commercially
reasonable time.


 


Notwithstanding
the foregoing, an “Enforcement Action” shall not include (a) the imposition of a default rate or late fee, (b) the filing
of a proof of claim in any Insolvency Proceeding, (c) the acceleration of the ABL Debt or the Term Loan Debt or (d) the exercise of any
other rights and remedies of an unsecured creditor in a manner consistent with the terms of this Agreement.


 


“Enforcement
Notice” means a written notice delivered by either ABL Agent or Term Loan Agent to the other stating (a) that an ABL Default
or a Term Loan Default, as applicable, has occurred and is continuing under the ABL Credit Agreement or the Term Loan Agreement, as applicable,
and specifying the nature of the relevant event of default, and (b) that an Enforcement Period has commenced with respect to the applicable
Priority Collateral.


 


“Enforcement
Period” means the period of time following the receipt by either ABL Agent or Term Loan Agent of an Enforcement Notice from
the other and continuing until the earliest of (a) in case of an Enforcement Period commenced by Term Loan Agent, the Payment in Full
of Term Loan Debt, (b) in the case of an Enforcement Period commenced by ABL Agent, the Payment in Full of ABL Priority Debt, or (c) ABL
Agent or Term Loan Agent (as applicable) terminates, or agrees in writing to terminate, the Enforcement Period (including in connection
with a waiver or cure of the event of default that gave rise to such Enforcement Notice).


 


“Equity
Interests” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents
(regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit
interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General
Rules and Regulations promulgated by the United States Securities and Exchange Commission under the Securities Exchange Act of 1934).


 


“Excess
ABL Debt” means the sum of (a) the portion of the ABL Debt that is in excess of the ABL Cap, plus (b) the portion of interest,
costs, expenses and fees that accrues or is charged with respect to that portion of the principal amount of the loans and Letters of Credit
described in clause (a) of this definition.


 






    17 


     


    

 


“Excess
Availability” means, on any specific date, an amount equal to (a) the Line Cap (as defined in the ABL Credit Agreement as in
effect on the date hereof), minus (b) the Aggregate Revolving Extensions (as defined in the ABL Credit Agreement as in effect on the date
hereof), plus (c) unrestricted cash accounts of any Grantor in which ABL Agent has a first- priority perfected Lien; provided, however,
the amount in this subsection (c) cannot exceed $3,000,000.


 


“Excess
Term Loan Debt” means the sum of (a) the portion of the Term Loan Debt that is in excess of the Term Loan Cap, plus (b) the
portion of interest, costs, expenses and fees that accrues or is charged with respect to that portion of the principal amount of the loans
described in clause (a) of this definition.


 


“Final
Order” means an order of a court of competent jurisdiction as to which the time to appeal, petition for certiorari, or
move for re-argument or rehearing has expired and as to which no appeal, petition for certiorari, or other proceedings for re-argument
or rehearing shall then be pending or, in the event that an appeal, writ of certiorari, or re-argument or rehearing thereof has been filed
or sought, such order shall have been affirmed or confirmed by the highest court to which such order was appealed, or from which certiorari,
re-argument or rehearing was sought and the time to take any further appeal, petition for certiorari or move for re-argument or rehearing
shall have expired; provided, that the possibility that a motion under Rule 59 or Rule 60 of the Federal Rules of Civil Procedure
or any analogous rule under the Federal Rules of Bankruptcy Procedure or applicable state court rules of civil procedure, may be filed
with respect to such order shall not cause such order not to be a Final Order.


 


“Governmental
Authority” means the government of the United States of America, or any other nation, any political subdivision thereof, whether
state, provincial, or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising
executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.


 


“Grantors”
means Parent, each Borrower and each Guarantor, and each other person that may, from time to time, execute and deliver an ABL Collateral
Document or a Term Loan Collateral Document as a “debtor,” “grantor,” “obligor,” or “pledgor”
(or the equivalent thereof) or that may, from time to time, be (or whose assets may be) subject to a judgment lien in favor of any of
the ABL Claimholders or any of the Term Loan Claimholders in respect of the ABL Debt or the Term Loan Debt, as applicable, and “Grantor”
means any one of them.


 


“Guarantors”
has the meaning set forth in the recitals to this Agreement and “Guarantor” means any one of them.


 


“Inalienable
Interests” has the meaning set forth in Section 4.4.


 


“Insolvency Proceeding” means:


 


(a)   
any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor; or any filing by any
Grantor of a notice of intention to make a proposal;


 






    18 


     


    

 


(b)   
any other voluntary or involuntary insolvency or bankruptcy case or proceeding, or any interim receivership or other receivership,
liquidation or other similar case or proceeding with respect to any Grantor or with respect to a material portion of its assets;


 


(c)   
any liquidation, dissolution, or winding up of any Grantor whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy;


 


(d)   
any assignment for the benefit of creditors or any other marshaling of assets or liabilities of any Grantor; or


 


		(e)	any event analogous to any of the foregoing in any jurisdiction.



 


“Investment
Property” means any and all investment property (as that term is defined in the UCC).


 


“Intellectual
Property” means all past, present and future: trade secrets, know- how and other proprietary information; trademarks, internet
domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations
and combinations of the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto
and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world;
copyrights (including copyrights for computer programs) and copyright registrations or applications for registrations which have heretofore
been or may hereafter be issued throughout the world and all tangible property embodying the copyrights, unpatented inventions (whether
or not patentable); patent applications and patents; industrial design applications and registered industrial designs; license agreements
related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification
sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments
or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; all
other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.


 


“Junior
Agent” means, with respect to the ABL Priority Collateral, Term Loan Agent, and with respect to the Term Loan Priority Collateral,
ABL Agent.


 


“Junior
Claimholders” means, with respect to the ABL Priority Collateral, the Term Loan Claimholders, and with respect to the Term Loan
Priority Collateral, the ABL Claimholders.


 


“Junior
Collateral” means, with respect to the ABL Debt, all Collateral other than ABL Priority Collateral, and with respect to the
Term Loan Debt, all Collateral other than Term Loan Priority Collateral.


 


“Junior
Debt” means, with respect to the ABL Priority Collateral, the Term Loan Debt and the Excess ABL Debt, and with respect to the
Term Loan Priority Collateral, the ABL Debt and the Excess Term Loan Debt.


 


“Junior 507(b) Claims” has the meaning
set forth in Section 6.5(f).


 


“Junior
Lenders” means, with respect to the ABL Priority Collateral, the Term Lenders, and with respect to the Term Loan Priority Collateral,
the ABL Lenders.


 






    19 


     


    

 


“Letters
of Credit” means the “Letters of Credit” as that term is defined in the ABL Credit Agreement.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory
or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind
or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a capital
lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.


 


“Loan
Documents” means ABL Documents or Term Loan Documents, as the context requires.


 


“Loan Parties” has the meaning set forth
in the recitals to this Agreement.


 


“Monroe
Capital” means Monroe Capital Management Advisors, LLC and its affiliates and controlled investment vehicles.


 


“Ordinary Course Collections” has the meaning
set forth in Section 4.1.


 


“Payment
Conditions” means with respect to any applicable transaction, (i) no Default (as defined under the ABL Credit Agreement as in
effect on the date hereof) and no ABL Default shall exist immediately after giving effect to such transaction, (ii) after giving effect
to such payment, Excess Availability shall exceed $3,000,000, (iii) the Fixed Charge Coverage Ratio (as defined under the ABL Credit Agreement
as in effect on the date hereof) for the most recently ended trailing twelve calendar month period shall not be less than 1.10 to 1.00,
and (iv) before and immediately after giving effect to such transaction, the Loan Parties are in compliance with each of the financial
covenants set forth in Section 9.2.12 of the ABL Credit Agreement as in effect on the date hereof as of the last day of the most recent
Fiscal Quarter for which financial statements have been delivered.


 


“Payment
in Full of ABL Priority Debt” means, except to the extent otherwise expressly provided in Section 5.5 or in Section
6.8:


 


(a)   
payment in full in cash or immediately available funds of all of the ABL Priority Debt (other than outstanding Letters of
Credit, Bank Product Obligations and unasserted contingent indemnification and reimbursement obligations);


 


(b)   
termination or expiration of all commitments, if any, of the ABL Lenders to extend credit to Borrowers;


 


(c)   
termination of, providing cash collateral (in an amount not to exceed 103% of the face amount of outstanding Letters of
Credit) or the making of other arrangements reasonably satisfactory to the ABL Agent in respect of, all outstanding Letters of Credit
that compose a portion of the ABL Priority Debt;


 






    20 


     


    

 


(d)   
termination of (and paying the outstanding amount due in respect of), or, at Agent’s election, providing cash collateral
in respect of Bank Product Obligations in an amount not greater than 103% of, all Bank Product Obligations then outstanding and termination
of (and paying the outstanding amount due in respect of) Derivative Obligations;


 


(e)   
termination of and paying the outstanding amount due in respect of Derivative Obligations (as defined in the Credit Agreement
as in effect on the date hereof);


 


(f)   
providing cash collateral to ABL Agent in such amount as ABL Agent reasonably determines is reasonably necessary to secure
the ABL Claimholders in respect of any asserted or threatened (in writing) claims, demands, actions, suits, proceedings, investigations,
liabilities, fines, costs, penalties, or damages for which any of the ABL Claimholders may be entitled to indemnification or reimbursement
by any Grantor pursuant to the indemnification and reimbursement provisions in the ABL Documents.


 


“Payment
in Full of Priority Debt” means, (a) if the Term Loan Priority Debt constitutes the Priority Debt, the Payment in Full of Term
Loan Priority Debt, and (b) if the ABL Priority Debt constitutes the Priority Debt, the Payment in Full of ABL Priority Debt.


 


“Payment
in Full of Term Loan Priority Debt” means, except to the extent otherwise expressly provided in Section 5.5 or in Section
6.8:


 


(a)   
payment in full in cash or immediately available funds of all of the Term Loan Priority Debt (other than unasserted contingent
indemnification and reimbursement obligations);


 


(b)   
termination or expiration of all commitments, if any, of the Term Lenders to extend credit to Borrowers; and


 


(c)   
providing cash collateral to Term Loan Agent in such amount as Term Loan Agent reasonably determines is reasonably necessary
to secure the Term Loan Claimholders in respect of any asserted or threatened (in writing) claims, demands, actions, suits, proceedings,
investigations, liabilities, fines, costs, penalties, or damages for which any of the Term Loan Claimholders may be entitled to indemnification
or reimbursement by any Grantor pursuant to the indemnification and reimbursement provisions in the Term Loan Documents.


 


“person”
means any natural person, corporation, trust, business trust, joint venture, joint stock company, association, company, limited liability
company, partnership, Governmental Authority, or other entity.


 


“Pledged Collateral” has the meaning set
forth in Section 5.4(a).


 


“Priority
Agent” means, with respect to the ABL Priority Collateral, ABL Agent, and with respect to the Term Loan Priority Collateral,
Term Loan Agent.


 


“Priority
Collateral” means, with respect to the ABL Debt, all ABL Priority Collateral, and with respect to the Term Loan Debt, all Term
Loan Priority Collateral.


 


“Priority
Claimholders” means, with respect to the ABL Priority Collateral, the ABL Claimholders, and with respect to the Term Loan Priority
Collateral, the Term Loan Claimholders, in each case subject to the reciprocal rights set forth in Section 9.16.


 






    21 


     


    

 


“Priority
Debt” means, with respect to the ABL Priority Collateral, the ABL Priority Debt, and with respect to the Term Loan Priority
Collateral, the Term Loan Priority Debt.


 


“Priority
Lenders” means, with respect to the ABL Priority Collateral, the ABL Lenders, and with respect to the Term Loan Priority Collateral,
the Term Lenders.


 


“Proceeds”
means (a) all “proceeds,” as defined in Article 9 of the UCC, of the Collateral and (b) whatever is recovered when Collateral
is Disposed of, voluntarily or involuntarily, including any additional or replacement Collateral provided during any Insolvency Proceeding
and any payment or property received in an Insolvency Proceeding on account of any “secured claim” (within the meaning of
Section 506(b) of the Bankruptcy Code).


 


“Purchase Notice” has the meaning set
forth in Section 10.1.


 


“Records”
means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable
form.


 


“Recovery” has the meaning set forth in
Section 6.8.


 


“Refinance”
means, in respect of any indebtedness, to refinance, extend, renew, supplement, restructure, replace, refund, amend and restate, or repay,
or to issue other indebtedness in exchange or replacement for such indebtedness, in whole or in part, whether with the same or different
lenders, arrangers, or agents provided that the Liens securing such indebtedness are subject to this Agreement. “Refinanced”
and “Refinancing” shall have correlative meanings.


 


“Seller
Subordination Agreement” means that certain Subordination Agreement, dated as of the date hereof, by and among the ABL Agent,
the Term Loan Agent and the Subordinated Creditor (as the same may be amended, restated, supplemented or otherwise modified from time
to time in accordance with such agreement).


 


“Senior 507(b) Claims” has the meaning
set forth in Section 6.5(e).


 


“Standstill
Notice” means a written notice from ABL Agent to Term Loan Agent or from Term Loan Agent to ABL Agent, as applicable, identified
by its terms as a “Standstill Notice” for purposes of this Agreement and stating that an ABL Default or Term Loan Default,
as applicable, has occurred and is continuing.


 


“Standstill
Period” means the period of 180 consecutive days commencing on the date on which ABL Agent or Term Loan Agent, as applicable,
receives the applicable Standstill Notice from the other Agent.


 


“Subordinated
Creditor” means Green Remedies Waste and Recycling, Inc., a North Carolina corporation, and its successors and assigns.


 


“Subsidiary”
of a person means a corporation, partnership, limited liability company, or other entity as to which that person directly or indirectly
owns or controls the Equity Interests having ordinary voting power to elect a majority of the board of directors (or appoint other comparable
managers) of such corporation, partnership, limited liability company, or other entity.


 






    22 


     


    

 


Agreement.


 


Agreement.


 


“Term Lender” means the “Lenders”
as that term is defined in the Term Loan Agreement. 


 


“Term
Loan Agent” has the meaning set forth in the preamble to this Agreement.


 


“Term Loan Agreement” has the meaning
set forth in the recitals to this Agreement.


 


“Term Loan Cap” means, as of any date of
determination, the result of:


 


(a)   
the sum of (which amount, to the extent permitted in accordance with this


 


Agreement,
shall be increased by the amount of all interest, fees, costs, expenses, indemnities, and other amounts accrued or charged with respect
to any of the Term Loan Debt (other than Excess Term Loan Debt) as and when the same accrues or becomes due and payable, irrespective
of whether the same is added to the principal amount of the Term Loan Debt and including the same as would accrue and become due but for
the commencement of an Insolvency Proceeding, whether or not such amounts are allowed or allowable, in whole or in part, in any such Insolvency
Proceeding):


 


(i)                
$14,375,000,


 


(ii)              
125% of the principal amount of the Term B Loans (as defined in the Term Loan Agreement) actually funded but in no event
in excess of $15,625,000,


 


(iii)            
125% of the principal amount of the Incremental Loans (as defined in the Term Loan Agreement) actually funded, but in no
event in excess of $50,000,000 plus


 


		(iv)	the Term Loan DIP Amount,



 


minus


 


(b)
the aggregate amount of all permanent repayments and prepayments of the principal amount of Term Loan obligations under the Term Loan
Agreement (other than payments of such Term Loan obligations in connection with a Refinancing thereof).


 


“Term Loan Cash Collateral” has the meaning
set forth in Section 6.2(b).


 


“Term
Loan Claimholders” means, as of any date of determination, the holders of the Term Loan Debt at that time, including (a) Term
Loan Agent, and (b) the Term Lenders.


 






    23 


     


    

 


“Term
Loan Collateral” means all of the assets of each and every Grantor, whether real, personal, or mixed, with respect to which
a Lien is granted (or purported to be granted) as security for any Term Loan Debt, including all Proceeds and products thereof.


 


“Term
Loan Collateral Account” shall mean any deposit account established after the date hereof by any Grantor and the Term Loan Agent
to hold Proceeds of Term Loan Priority Collateral.


 


“Term
Loan Collateral Documents” means the Term Loan Security Agreement, the Term Loan Mortgages, and any other agreement, document,
or instrument pursuant to which a Lien is granted (or purported to be granted) securing any Term Loan Debt or under which rights or remedies
with respect to such Liens are governed.


 


“Term
Loan Debt” means all Obligations (as that term is defined in the Term Loan Agreement) and all other amounts owing, due, or secured
under the terms of the Term Loan Agreement or any other Term Loan Document, whether now existing or arising hereafter, including all principal,
premium, interest, fees, attorneys’ fees, costs, charges, expenses, reimbursement obligations, obligations with respect to loans,
indemnities, guarantees, and all other amounts payable under or secured by any Term Loan Document (including, in each case, all amounts
accruing on or after the commencement of any Insolvency Proceeding relating to any Grantor, or that would have accrued or become due under
the terms of the Term Loan Documents but for the effect of the Insolvency Proceeding and irrespective of whether a claim for all or any
portion of such amounts is allowable or allowed in such Insolvency Proceeding), in each case whether direct or indirect, absolute or contingent,
joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured. For the avoidance of doubt,
the foregoing shall constitute “Term Loan Debt” notwithstanding any limitations on, restrictions of, or agreements by, Grantors
in the ABL Documents with respect to the incurrence of any Term Loan Debt (whether as a result of incremental facilities or otherwise).


 


“Term
Loan Default” means any “Event of Default”, as such term is defined in any Term Loan Document.


 


“Term
Loan Deficiency Claim” means any portion of the Term Loan Priority Debt consisting of an allowed unsecured claim under Section
506(a) of the Bankruptcy Code (or any similar provision under any other law governing an Insolvency Proceeding).


 


“Term
Loan DIP Amount” means, after the commencement of an Insolvency Proceeding, the aggregate outstanding principal amount of Term
Loan DIP Financing not to exceed 10% of the sum of the principal amount of the Term Loan Debt and all unfunded commitments to extend Term
Loan Debt under the Term Loan Agreement, in each case, outstanding immediately prior to the commencement of an Insolvency Proceeding.


 


“Term Loan DIP Financing” has the meaning
set forth in Section 6.2(b).


 






    24 


     


    

 


“Term
Loan DIP Financing Conditions” means (a) that (i) ABL Agent retains its Liens with respect to the Collateral that existed as
of the date of the commencement of the applicable Insolvency Proceeding (including Proceeds thereof arising after the commencement of
such Insolvency Proceeding), (ii) as to the ABL Priority Collateral that existed as of the date of such commencement of such Insolvency
Proceeding (including Proceeds thereof arising after the commencement of such Insolvency Proceeding), ABL Agent’s Liens with respect
to such ABL Priority Collateral remain senior and prior to the Liens (inclusive of any Liens securing the Term Loan DIP Financing) of
Term Loan Agent with respect to such ABL Priority Collateral, and (iii) as to ABL Priority Collateral acquired by the applicable Grantor
after the commencement of Insolvency Proceeding (excluding identifiable Proceeds of ABL Priority Collateral existing prior to the commencement
of such Insolvency Proceeding), if a Lien with respect to such Collateral is granted to secure the Term Loan DIP Financing, then ABL Agent
obtains a Lien with respect to such Collateral and the Liens with respect to such Collateral securing the Term Loan DIP Financing are
junior and subordinate to the Liens of ABL Agent with respect to such Collateral, and the ABL Agent is not restricted from seeking, and
the Term Loan Agent does not object to, a replacement or additional Lien as adequate protection as permitted by Section 6.5; (b)
in case of Term Loan DIP Financing, the aggregate principal amount of such Term Loan DIP Financing does not exceed the Term Loan DIP Amount
and the aggregate principal amount of the Term Loan DIP Financing plus the outstanding principal amount of other Term Loan Priority Debt
does not exceed the Term Loan DIP Amount, (c) that the interest rate, advance rates and fees are commercially reasonable under the circumstances,
(d) the Term Loan Agent does not seek to obtain a priming Lien on any ABL Priority Collateral, (e) that the proposed cash collateral use
or Term Loan DIP Financing does not compel any Grantor to seek conformation of a specific plan of reorganization for which all or substantially
all of the material terms are set forth in the cash collateral order or documentation governing such Term Loan DIP Financing and (f) that
the Term Loan DIP Financing is otherwise subject to the terms of this Agreement.


 


“Term
Loan Documents” means the Term Loan Collateral Documents, the Term Loan Agreement, and each of the other “Loan Documents”
(as that term is defined in the Term Loan Agreement).


 


“Term
Loan Mortgages” means each mortgage, deed of trust, and any other document or instrument under which any Lien on real property
owned or leased by any Grantor is granted to secure any Term Loan Debt or under which rights or remedies with respect to any such Liens
are governed.


 


“Term
Loan Priority Collateral” means all of each and every Grantor’s right, title and interest in and to Term Loan Collateral
that does not constitute ABL Priority Collateral (including, for the avoidance of doubt, any such assets that, but for the application
of Section 552 of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law), would constitute ABL Priority Collateral),
wherever located and whether now owned or hereafter acquired, including the following:


 


		(a)	all Equipment (excluding the ABL Equipment);



 


		(b)	all Intellectual Property;



 


		(c)	all general intangibles;



 


(d)             all commercial tort claims, other than commercial tort claims arising solely from claims for loss or damage solely with
respect to ABL Equipment;


 






    25 


     


    

 


		(e)	all Equity Interests of each Grantor and each Subsidiary thereof;



 


(f)             all instruments, chattel paper (including all tangible and electronic chattel paper) and documents and contracts (in each
case, other than such items constituting ABL Priority Collateral) and all payment intangibles;


 


(g)            all insurance (and all claims under all policies of insurance) of any kind relating to any of the Term Loan Priority Collateral
(other than trade-credit insurance constituting ABL Priority Collateral);


 


		(h)	Books;



 


		(i)	all identifiable Proceeds of any Term Loan Priority Collateral;



 


(j)             the Term Loan Collateral Account and all cash and cash equivalents held therein (other than identifiable proceeds of ABL
Priority Collateral);


 


(k)            all investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements,
commodity contracts, or commodity accounts) and all monies, credit balances, deposits, and other property of Grantor now or hereafter
held, or received by, or in transit to, an Term Loan Claimholder, any bank, securities intermediary, depository, or other institution
from or for the account of any Grantor, whether for safekeeping, pledge, custody, transmission, collection, or otherwise, in each case,
(other than such items that constitute ABL Priority Collateral);


 


(l)             all claims under policies of business interruption insurance, all proceeds of business interruption insurance of any Grantor,
and all tax refunds received by any Grantor;


 


(m)           all interests in real property (“Land”), including fee and leasehold interests, and all the buildings,
structures, improvements and fixtures of every kind or nature now or hereafter situated on such real property (“Improvements”);
and all easements, tenements, rights-of-way, vaults, gores of land, streets, ways, alleys, passages, sewer rights, water courses, water
rights, timber, crops, mineral rights, development rights, utility commitments, water and wastewater taps, living unit equivalents, capital
improvement project contracts, letters of credit, and utility construction agreements with any governmental authority, including municipal
utility districts, or with any utility companies (and all refunds and reimbursements thereunder), and powers and appurtenances in any
way belonging, relating or appertaining to any of the Land or Improvements, or which hereafter shall in any way belong, relate or be appurtenant
thereto, whether now owned or hereafter acquired (“Appurtenances”); any and all leases, licenses and other occupancy
agreements now or hereafter affecting the Land, Improvements or Appurtenances, together with all security therefor and guaranties thereof
and all monies payable thereunder, and all books and records owned by any Grantor which contain evidence of payments made under such leases,
licenses and other occupancy agreements and all security given therefor (collectively, the “Term Loan Real Property Collateral”);
and


 


(n)              
all substitutions, replacements, accessions, products and Proceeds of any of the foregoing, in any form, including insurance
proceeds and all claims against third parties for loss or damage to, or destruction of, or other voluntary conversion (including claims
in respect of condemnation or expropriation) of any kind or nature of any or all of the foregoing.


 






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“Term Loan Priority Debt” means all
Term Loan Debt other than Excess Term Loan Debt.


 


   “Term Loan Secured Claim” means any
portion of the Term Loan Priority Debt not constituting a Term Loan Deficiency Claim.


 


“Term
Loan Security Agreement” means the “Guaranty and Collateral Agreement” as that term is defined in
the Term Loan Agreement.


 


“Triggering
Event” means with respect to the purchase option in favor of the Term Note Claimholders (other than Monroe Capital) any of the
following events: (a) the acceleration of the ABL Priority Debt and termination of the commitments to advance further revolving loans
under the ABL Credit Agreement, (b) ABL Agent’s taking of any Enforcement Action with respect to all or a material portion of the
ABL Priority Collateral, (c) the occurrence of a Term Note Default as a result of a failure to make principal or interest payments of
any Term Note Debt when due under the terms of the Term Note Documents, and (d) the commencement of an Insolvency Proceeding with respect
to any Grantor.


 


“UCC”
means the Uniform Commercial Code (or any similar or comparable legislation) as in effect in any applicable jurisdiction.


 


“Use
Period” means the ninety (90) day period beginning on the earlier of (i) the date on which the ABL Agent provides Term Loan
Agent with written notice that it intends to exercise its use and access rights with respect to the Term Loan Priority Collateral and
(ii) the 5th Business Day after Term Loan Agent provides the ABL Agent with written notice that Term Collateral Agent has obtained possession
or control, as applicable, of such Term Loan Priority Collateral; provided, that if any stay or other order has occurred by operation
of law or has been entered by a court of competent jurisdiction that prohibits or limits any of the ABL Agent from commencing and continuing
to undertake Enforcement Actions or to Dispose of the ABL Priority Collateral, such Use Period described above shall be tolled during
the pendency of such stay or other order and the Use Period shall be so extended.


 


“Warrant” has the meaning set forth
in the Term Loan Agreement.


 


1.2   
Construction. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms.
The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without
limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.”
The term “or” shall be construed to have, except where otherwise indicated, the inclusive meaning represented by the phrase
“and/or.” Unless the context requires otherwise:


 


(a)   
except as otherwise provided herein, any definition of or reference to any agreement, instrument, or other document herein
shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, modified
or otherwise Refinanced in accordance with the terms of this Agreement;


 






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(b)   
any reference to a definition in an ABL Document shall be construed to also refer to any comparable term in any agreement,
instrument, or other document the debt under which Refinances the ABL Debt;


 


(c)   
any reference to a definition in a Term Loan Document shall be construed to also refer to any comparable term in any agreement,
instrument, or other document the debt under which Refinances the Term Loan Debt;


 


(d)   
any reference to any agreement, instrument, or other document herein “as in effect on the date hereof” shall
be construed as referring to such agreement, instrument, or other document without giving effect to any amendment, restatement, supplement,
modification, or Refinancing thereto or thereof occurring after the date hereof;


 


(e)   
any definition of, or reference to, ABL Debt or the Term Loan Debt herein shall be construed as referring to the ABL Debt
or the Term Loan Debt (as applicable) as from time to time amended, supplemented, modified or Refinanced in accordance with the terms
of this Agreement;


 


(f)   
any definition of, or reference to, ABL Collateral or Term Loan Collateral herein shall not be construed as referring to
any amounts recovered by a Grantor, as a debtor in possession, or a trustee for the estate of a Grantor, under Section 506(c) of the Bankruptcy
Code (or by comparable Persons under any other Bankruptcy Law);


 


(g)   
any reference herein to any person shall be construed to include such person’s successors and assigns and as to any
Grantor shall be deemed to include a receiver, trustee, or debtor-in-possession on behalf of any of such person or on behalf of any such
successor or assignee of such person;


 


(h)   
except as otherwise expressly provided herein, any reference to ABL Agent agreeing to or having the right to do, or refraining
from or having the right to refrain from doing, an act shall be construed as binding upon each of the ABL Claimholders, any reference
to ABL Agent shall be construed as referring to ABL Agent, for itself and on behalf of the other ABL Claimholders, any reference to Term
Loan Agent agreeing to or having the right to do, or refraining from or having the right to refrain from doing, an act shall be construed
as binding upon each of the Term Loan Claimholders, any reference to Term Loan Agent shall be construed as referring to Term Loan Agent
for itself and on behalf of the other Term Loan Claimholders, any reference to the ABL Claimholders shall be construed as including ABL
Agent, and any reference to the Term Loan Claimholders shall be construed as referring to Term Loan Agent;


 


(i)   
the words “herein,” “hereof,” and “hereunder,” and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof;


 


(j)   
all references herein to Sections shall be construed to refer to Sections of this Agreement; and


 


(k)   
the words “asset” and “property” shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.


 






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SECTION 2.
Lien Priorities.


 


		2.1	Relative Priorities.



 


(a)   
Notwithstanding the date, time, method, manner, or order of grant, attachment, or perfection of any Liens in the Collateral
securing the Term Loan Debt or of any Liens in the Collateral securing the ABL Debt (including, in each case, notwithstanding whether
any such Lien is granted (or secures Debt relating to the period) before or after the commencement of any Insolvency Proceeding) and notwithstanding
any contrary provision of the UCC or any other applicable law, the Term Loan Documents or the ABL Documents or the or any defect or deficiencies
in, or failure to attach or perfect, the Liens securing the ABL Debt or the Term Loan Debt, or any other circumstance whatsoever, ABL
Agent and Term Loan Agent hereby agree that:


 


(i)                                         
any Lien with respect to the ABL Priority Collateral securing any ABL Priority Debt, whether such Lien is now or hereafter
held by or on behalf of, or created for the benefit of, any of the ABL Claimholders or any agent or trustee therefor, regardless of how
or when acquired, whether by grant, possession, statute, operation of law, subrogation, or otherwise, shall be senior in all respects
and prior to any Lien with respect to the ABL Priority Collateral securing (A) any Term Loan Debt or (B) any Excess ABL Debt;


 


(ii)                                       
any Lien with respect to the ABL Priority Collateral securing any Term Loan Debt, now or hereafter held by or on behalf
of, or created for the benefit of, any of the Term Loan Claimholders or any agent or trustee therefor, regardless of how or when acquired,
whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects
to all Liens with respect to the ABL Priority Collateral securing any ABL Priority Debt, (B) other than the extent to which such Lien
secures Excess Term Loan Debt, senior in all respects and prior to any Lien with respect to the ABL Priority Collateral securing any Excess
ABL Debt and (C) to the extent such Lien secures Excess Term Loan Debt, junior and subordinate to all Liens with respect to the ABL Priority
Collateral securing Excess ABL Debt;


 


(iii)                                    
any Lien with respect to the Term Loan Priority Collateral securing any Term Loan Priority Debt, whether such Lien is now
or hereafter held by or on behalf of, or created for the benefit of, any of the Term Loan Claimholders or any agent or trustee therefor,
regardless of how or when acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior
in all respects and prior to any Lien with respect to the Term Loan Priority Collateral securing (A) any ABL Debt or (B) any Excess Term
Loan Debt;


 


(iv)                                    
any Lien with respect to the Term Loan Priority Collateral securing any ABL Debt now or hereafter held by or on behalf of,
or created for the benefit of, any of the ABL Claimholders or any agent or trustee therefor, regardless of how or when acquired, whether
by grant, possession, statute, operation of law, subrogation or otherwise, shall be (A) junior and subordinate in all respects to all
Liens with respect to the Term Loan Priority Collateral securing any Term Loan Priority Debt, (B) other than the extent to which such
Lien secures Excess ABL Debt, senior in all respects and prior to any Lien with respect to the Term Loan Priority Collateral securing
any Excess Term Loan Debt and (C) to the extent such Lien secures Excess ABL Debt, junior and subordinate to all Liens with respect to
the Term Loan Priority Collateral securing Excess Term Loan Debt; and


 






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(b)   
The foregoing priorities with respect to the Collateral securing any Term Loan Debt or any Excess ABL Debt, in each case,
shall be effective for all purposes, whether or not such Liens are subordinated to any Lien securing any other obligation of any Grantor
or any other person (but only to the extent that such subordination is permitted pursuant to the terms of the ABL Credit Agreement and
the Term Loan Debt Agreement, or as contemplated in Section 6.2).


 


2.2             
Prohibition on Contesting Liens or Claims. Each of Term Loan Agent and ABL Agent agrees that it will not (and hereby
waives any right to), directly or indirectly, contest, or support any other person in contesting, in any proceeding (including any Insolvency
Proceeding), the extent, validity, attachment, perfection, priority, or enforceability of a Lien held by or on behalf of any of the ABL
Claimholders in the Collateral (or the extent, validity, allowability, or enforceability of any ABL Debt secured thereby or purported
to be secured thereby) or by or on behalf of any of the Term Loan Claimholders in the Collateral (or the extent, validity, allowability,
or enforceability of any Term Loan Debt secured thereby or purported to be secured thereby), as the case may be, or the provisions of
this Agreement; provided, that nothing in this Agreement shall be construed to prevent or impair the rights of ABL Agent or Term
Loan Agent to enforce the terms of this Agreement, including the provisions of this Agreement relating to the priority of the Liens securing
the ABL Debt and the Term Loan Debt as provided in Sections 2.1 and 3.


 


		2.3	New Liens.



 


(a)   
So long as no Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that no Grantor
shall:


 


(i)                                         
grant or permit any additional Liens on any asset that is not Collateral to secure any Term Loan Debt unless such Grantor
gives ABL Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to grant a Lien on such asset
to secure the ABL Debt concurrently with the grant of a Lien thereon in favor of Term Loan Agent; or


 


(ii)                                       
grant or permit any additional Liens on any asset that is not Collateral to secure any ABL Debt unless such Grantor gives
Term Loan Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to grant a Lien on such asset
to secure the Term Loan Debt concurrently with the grant of a Lien thereon in favor of ABL Agent.


 


(b)   
To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and
remedies available to the Claimholders, each Agent agrees that any amounts received by or distributed to any of the Claimholders pursuant
to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.


 






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		2.4	Similar Liens and Agreements.



 


(a)   
The parties hereto agree that it is their intention that the ABL Collateral and the Term Loan Collateral be identical except
as provided in Section 6 hereof and subject to Section 2.4(b) below. In furtherance of the foregoing and of Section 9.8,
the parties hereto agree, subject to the other provisions of this Agreement:


 


(i)                                         
upon reasonable request by ABL Agent or Term Loan Agent, to cooperate in good faith (and to direct their counsel to cooperate
in good faith) from time to time in order to determine the specific items included in the ABL Collateral and the Term Loan Collateral
and the steps taken or to be taken to perfect their respective Liens thereon and the identity of the respective parties obligated under
the ABL Documents and the Term Loan Documents; and


 


(ii)                                       
that the ABL Collateral Documents and Term Loan Collateral Documents and guarantees for the ABL Debt and the Term Loan Debt,
shall be, in all material respects, the same forms of documents other than with respect to the priorities of the Liens granted thereunder.


 


(b)   
The foregoing to the contrary notwithstanding, each of the parties agrees that to the extent that ABL Agent or Term Loan
Agent obtains a Lien in an asset (of a type that is not included in the types of assets included in the Collateral as of the date hereof
or which would not constitute Collateral without a grant of a security interest or lien separate from the ABL Documents or Term Loan Documents,
as applicable, as in effect immediately prior to obtaining such Lien on such asset) which the other party to this Agreement elects, by
written notice to the Agent obtaining such Lien, not to obtain after receiving prior written notice thereof in accordance with the provisions
of Section 2.3, the Collateral securing the ABL Debt and the Term Loan Debt will not be identical, and the provisions of the documents,
agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference in the scope or extent
of perfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this Agreement.


 


SECTION 3.
Exercise of Remedies.


 


3.1                                 
Exercise of Remedies with respect to the ABL Priority Collateral. Until the Payment in Full of ABL Priority Debt
has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders will not
exercise or seek to exercise any rights, powers, or remedies with respect to any ABL Priority Collateral (including taking any Enforcement
Action with respect to any ABL Priority Collateral); provided, that (i) if a Term Loan Default has occurred and is continuing,
Term Loan Agent may take Enforcement Actions with respect to any ABL Priority Collateral after the expiration of the applicable Standstill
Period (it being understood that if at any time after the delivery of a Standstill Notice that commences a Standstill Period, no Term
Loan Default is continuing, Term Loan Agent may not take Enforcement Actions with respect to any ABL Priority Collateral until the expiration
of a new Standstill Period commenced by a new Standstill Notice relative to the occurrence of a new Term Loan Default that had not occurred
as of the date of the delivery of the earlier Standstill Notice), and (ii) in no event shall Term Loan Agent or any other Term Loan Claimholder
exercise any rights or remedies with respect to the ABL Priority Collateral if, notwithstanding the expiration of the Standstill Period,
ABL Agent or any other ABL Claimholder shall have commenced prior to the expiration of the Standstill Period (or thereafter but prior
to the commencement of any Enforcement Action by Term Loan Agent with respect to all or any material portion of the ABL Priority Collateral)
and be diligently pursuing in good faith an Enforcement Action with respect to all or any material portion of the ABL Priority Collateral.


 






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3.2                                 
Exercise of Remedies With Respect to the Term Loan Priority Collateral. Until the Payment in Full of the Term Loan
Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders
will not exercise or seek to exercise any rights, powers, or remedies with respect to any Term Loan Priority Collateral (including taking
any Enforcement Action with respect to any Term Loan Priority Collateral); provided, that (i) if an ABL Default has occurred and
is continuing, ABL Agent may take Enforcement Actions with respect to any Term Loan Priority Collateral after the expiration of the applicable
Standstill Period (it being understood that if at any time after the delivery of a Standstill Notice that commences a Standstill Period,
no ABL Default is continuing, ABL Agent may not take Enforcement Actions with respect to any Term Loan Collateral until the expiration
of a new Standstill Period commenced by a new Standstill Notice relative to the occurrence of a new ABL Default that had not occurred
as of the date of the delivery of the earlier Standstill Notice), and (ii) in no event shall ABL Agent or any other ABL Claimholder exercise
any rights or remedies with respect to the Term Loan Priority Collateral if, notwithstanding the expiration of the Standstill Period,
Term Loan Agent or any other Term Loan Claimholder shall have commenced prior to the expiration of the Standstill Period (or thereafter
but prior to the commencement of any Enforcement Action by ABL Agent with respect to all or any material portion of the Term Loan Priority
Collateral) and be diligently pursuing in good faith an Enforcement Action with respect to all or any material portion of Term Loan Priority
Collateral.


 


		3.3	Exclusive Enforcement Rights.



 


(a)   
Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced
by or against any Grantor, the ABL Claimholders shall have the exclusive right to take Enforcement Actions with respect to the ABL Priority
Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect
thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority
Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall
have the exclusive right to take Enforcement Actions with respect to the Term Loan Priority Collateral (and in connection therewith, subject
to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with
such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any
consultation with or the consent of any of the ABL Claimholders.


 


(b)   
In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce
the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the
exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders
may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may
determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them
to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured
creditor under applicable law.


 






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(c)   
The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and
Section 3.2.


 


3.4                                 
Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, any Claimholder may:


 


(a)   
if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect
to any Debt and the Collateral securing such Debt;


 


(b)   
take any action in order to create, perfect or preserve its Lien in and to the Collateral, to prevent the running of any
applicable statute of limitation or similar restriction on claims or to assert a compulsory cross-claim or counterclaim against any Person;


 


(c)   
before or after the commencement of an Insolvency Proceeding, file any necessary responsive or defensive pleadings (i) in
opposition to any motion, claim, adversary proceeding, or other pleading made by any Person objecting to or otherwise seeking the disallowance
of the claims of (A) in the case of a claim of an ABL Claimholder, the ABL Claimholders, or (B) in the case of a claim of a Term Loan
Claimholder, the Term Loan Claimholders, or (ii) asserting rights available to unsecured creditors of the applicable Grantor, in each
case in accordance with and not in contravention of the terms of this Agreement;


 


(d)   
during an Insolvency Proceeding, vote on any plan of reorganization, scheme or arrangement, or liquidation (or similar arrangement
affecting creditors’ rights generally) and make any filings and motions therein that are, in each case, not in contravention of
the provisions of this Agreement, with respect to (i) in the case of an ABL Claimholder, the ABL Debt, and (ii) in the case of a Term
Loan Claimholder, the Term Loan Debt, and (in each case) the Collateral;


 


(e)   
in the case of a Junior Agent, join (but not exercise any control with respect to) any judicial foreclosure proceeding or
other judicial lien enforcement proceeding with respect to the Priority Collateral of the Priority Agent initiated by such Priority Agent
to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any
material period or otherwise interfere with an Enforcement Action by such Priority Agent (it being understood that neither the Junior
Agent nor any Junior Claimholder shall be entitled to receive any Proceeds from the Priority Collateral unless otherwise expressly permitted
herein);


 


(f)   
subject to Section 3.6(a), inspect, appraise or value the Collateral (and to engage or retain investment bankers
or appraisers for the purposes of appraising or valuing the Collateral) or to receive information or reports concerning the Collateral,
in each case pursuant to the terms of the ABL Documents or Term Loan Documents, as applicable, or applicable law;


 






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(g)   
subject to Section 3.6(a), take any action to seek and obtain specific performance or injunctive relief to compel
a Grantor to comply with (or not to violate or breach) an obligation under the ABL Documents or Term Loan Documents, as applicable; provided
that such action does not include any action by a Junior Claimholder to seek specific performance or injunctive relief against any Priority
Claimholder or the Disposition of any such Priority Claimholder’s Priority Collateral in contravention of the other provisions of
this Agreement;


 


(h)   
bid for Collateral at any public or private sale thereof, provided that (i) such Claimholder does not challenge the bid
of the Priority Agent for its Priority Collateral other than by the submission of a competing cash bid, (ii) each Priority Lender may
subject to the terms of its Collateral Documents offset its Priority Debt against the purchase price for the Priority Collateral and (iii)
if such sale includes Junior Collateral and Priority Collateral, the Junior Lenders may only bid cash with respect to the Priority Collateral;
provided, that the cash portion of any such bid need not exceed the amount of the ABL Priority Debt or the Term Loan Priority Debt,
as applicable, in respect of such Priority Collateral; and


 


(i)   
enforce the terms of any subordination agreement with any Person (other than a Grantor) with respect to debt of a Grantor
that is subordinated to the ABL Debt or the Term Loan Debt provided (i) prior written notice of such action is provided to each Agent,
(ii) no such action includes any Enforcement Action, (iii) any payment or other property received by such Claimholder, to the extent resulting
from a payment or other transfer of property or an interest in property of any Grantor, shall be deemed to be Proceeds of Collateral subject
to the other terms of this Agreement and (iv) any other payments received by such Claimholder in connection with such action shall otherwise
be subject to the terms of such subordination agreement with any other Person, any related subordination agreement with either or both
of the Agents and this Agreement.


 


		3.5	Retention of Proceeds.



 


(a)   
Subject to the provisions of Section 3.5(c) below, until the Payment in Full of ABL Priority Debt has occurred, the
Term Loan Claimholders shall not be permitted to retain any identifiable Proceeds of ABL Priority Collateral in connection with any Enforcement
Action, and any such Proceeds received or retained will be subject to Section 4.2.


 


(b)   
Subject to the provisions of Section 3.5(c) below, until the Payment in Full of Term Loan Priority Debt has occurred,
the ABL Claimholders shall not be permitted to retain any identifiable Proceeds of Term Loan Priority Collateral in connection with any
Enforcement Action, and any such Proceeds received or retained in any other circumstance will be subject to Section 4.2.


 


(c)   
Notwithstanding anything contained in this Agreement to the contrary, in the event of any Disposition or series of related
Dispositions that includes ABL Priority Collateral and Term Loan Priority Collateral, if the ABL Agent and Term Loan Agent are unable
to agree in writing upon an allocation of Proceeds of such Collateral which does not result in Payment in Full of ABL Priority Debt and
the Payment in Full of Term Loan Priority Debt, the ABL Agent and the Term Loan Agent shall use commercially reasonable efforts in good
faith to negotiate a proper allocation of the Proceeds received in connection with such Disposition as between the ABL Priority Collateral
and Term Loan Priority Collateral and if no such agreement occurs, then such allocations will be as determined by a Final Order.


 






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3.6                                 
Non-Interference. Subject to any specific provision of this Agreement to the contrary, each of Term Loan Agent and
ABL Agent hereby:


 


(a)   
agrees that it not take or cause to be taken any action, the purpose or effect of which is to make any Lien on any Priority
Collateral that secures any Junior Debt pari passu with or senior to, or to give any Junior Secured Party any preference or priority
relative to, the Liens on the Priority Collateral securing the Priority Debt;


 


(b)   
agrees that, subject to Sections 3.1 and 3.2, the Junior Claimholders will not take any action that would
restrain, hinder, limit, delay, or otherwise interfere with any Enforcement Action by the Priority Agent with respect to its Priority
Collateral, including any Disposition of such Priority Collateral, whether by foreclosure or otherwise;


 


(c)   
waives, subject to Sections 3.1 and 3.2, any and all rights that any Junior Claimholder may have as a junior
lien creditor or otherwise to object to the manner in which the Priority Agent or the Priority Claimholders seek to enforce or collect
their Debt or the Liens securing such Debt granted in any of the Priority Collateral, regardless of whether any action or failure to act
by or on behalf of such Priority Agent or the Priority Claimholders is adverse to the interest of the Junior Agent or the Junior Claimholders;


 


(d)   
waives any and all rights that any Junior Claimholder may have to oppose, object to, or seek to restrict the Priority Agent
or any Priority Claimholder from exercising their rights to set off or credit bid its Debt; and


 


(e)   
acknowledges and agrees that no covenant, agreement, or restriction contained in its Collateral Documents or any other of
its Loan Documents (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Priority Agent or
the Priority Claimholders with respect to their Priority Collateral as set forth in this Agreement and such Priority Agent’s Loan
Documents.


 


3.7                                 
Unsecured Creditor Remedies. Except as set forth in Sections 2.2, 3.6, and 6, the Agents and the other
Claimholders may exercise rights and remedies as unsecured creditors generally against any Grantor in accordance with the terms of the
applicable Loan Documents and applicable law so long as doing so is not in contravention of the terms of this Agreement; provided,
that in the event that any Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its
rights as an unsecured creditor with respect to its Debt, such judgment Lien shall be subject to the terms of this Agreement for all purposes
as the other Liens securing such Debt.


 


3.8                                 
Notice of Exercise. Each Agent shall endeavor to provide reasonable prompt written notice to the other Agent of its
initial material Enforcement Action, but failure to do so shall not result in a breach of this Agreement.


 






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		3.9	Inspection and Access Rights.



 


(a)   
Prior to the Payment in Full of ABL Priority Debt, if the Term Loan Collateral Agent obtains possession or physical control
of any Term Loan Priority Collateral, Term Loan Agent shall promptly (and in any event within five Business Days) notify ABL Agent in
writing of that fact, and ABL Agent shall promptly notify Term Loan Agent (and in any event within five Business Days) in writing of whether
ABL Agent desires to exercise its access rights under this Section 3.9. Upon delivery of such notice by ABL Agent to Term Loan
Agent, the parties shall confer in good faith to coordinate with respect to ABL Agent’s exercise of such access rights.


 


(b)   
Without limiting any rights any of the ABL Claimholders may otherwise have under applicable law or by agreement and whether
or not any of the Term Loan Claimholders has commenced and is continuing to undertake any Enforcement Action prior to the Payment in Full
of ABL Priority Debt, ABL Agent or any other person (including any of the ABL Claimholders) acting with the consent, or on behalf, of
ABL Agent, shall have an irrevocable, non- exclusive right to have access to, and a royalty-free license and right to use the Term Loan
Priority Collateral (including, without limitation, machinery and equipment (including computers and processors), Intellectual Property
and general intangibles) during the Use Period (i) during normal business hours on any Business Day, to access the 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 UCC),
or (C) has been commingled with (within the meaning of Section 9-336 of the UCC), Term Loan Priority Collateral, and (ii) in order to
assemble, inspect, copy or download information stored on, take actions to perfect its Lien on, process raw materials or work-in-process
into finished Inventory, take possession of, move, package, prepare and advertise for sale or disposition, store, collect, take reasonable
actions to protect, secure and otherwise enforce the rights of ABL Agent in and to the ABL Priority Collateral, or otherwise deal with
the ABL Priority Collateral in accordance with applicable law, in each case, subject to clause (c) below, without liability to any of
the Term Loan Claimholders and without the involvement of, or interference or restriction by any of the Term Loan Claimholders; provided,
however, that this Section 3.9 shall not require that ABL Agent’s use of the Term Loan Priority Collateral be on an exclusive
basis. This Agreement will not restrict the rights of Term Loan Agent to sell, assign or otherwise transfer the related Term Loan Priority
Collateral prior to the expiration of the Use Period if (but only if) the purchaser, assignee or transferee thereof agrees to be bound
by the provisions of this Section 3.9.


 


(c)   
During the period of actual occupancy, use or control by ABL Agent (or its respective employees, agents, advisers and representatives)
of any Term Loan Priority Collateral pursuant to this Section 3.9, ABL Agent shall be obligated to (x) repair at expense any physical
damage (ordinary wear and tear excepted) to such Term Loan Priority Collateral caused by such occupancy, use or control of or by ABL Claimholders
or their agents, representatives or designees, and to leave such Term Loan Priority Collateral or other assets or property in substantially
the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear excepted, and (y) pay to the
applicable landlord (or the Term Loan Agent if such Term Loan Agent has already paid such landlord), on a monthly basis all utilities,
insurance, rent (at the then current rental rate) and all other maintenance and operating costs of such Term Loan Priority Collateral
during the Use Period for any premises that the ABL Agent accesses, or on which tangible ABL Priority Collateral is stored (other than
Books), to the extent that such rent or other amounts are not timely paid by a Grantor. In furtherance of the foregoing, ABL Agent shall
indemnify, defend and hold harmless the Term Loan Agent and the other Term Loan Claimholders for any claims or causes of action, losses,
expenses and damages (including all reasonable fees and charges of any counsel to the Term Loan Claimholders and all court costs an similar
legal expenses) caused by the actions of the ABL Claimholders during the Use Period (or any of their respective employees, agents, advisers
and representatives). The undertaking in this Section 3.9(c) will survive the Payment in Full of the Term Loan Priority Debt, termination
of this Agreement and the resignation or replacement of the Term Loan Agent under the Term Loan Agreement.


 






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(d)   
Consistent with the definition of the term “Use Period,” if any order or injunction is issued or stay is granted
or is otherwise effective by operation of law prior to the Payment in Full of ABL Priority Debt that prohibits ABL Agent from exercising
any of its rights hereunder, then the Use Period granted to ABL Agent under this Section 3.9 shall be stayed during the period
of such prohibition and shall continue thereafter for the number of days remaining as required under this Section 3.9. The rights
of Term Loan Agent under this Section 3.9 during the Use Period shall continue notwithstanding such foreclosure, sale or other
disposition by ABL Agent.


 


(e)   
Notwithstanding the termination of the Use Period, ABL Agent shall have the right to Dispose of any inventory that is branded
or becomes branded, or produced through the use or other application of, any Intellectual Property, whether pursuant to the exercise by
the ABL Agent of its rights pursuant to this Section 3.9 or otherwise, and to use such branded trademarks and tradenames in connection
with the advertising and marketing of such Dispositions; and all such branded inventory shall constitute ABL Priority Collateral, and
no Proceeds arising from any Disposition of any such ABL Priority Collateral shall be, or be deemed to be, attributable to Term Loan Priority
Collateral.


 


3.10                           
Sharing of Information and Access. In the event that ABL Agent shall, in the exercise of its rights under the ABL
Collateral Documents or otherwise, receive possession or control of any Books, ABL Agent shall, upon request from Term Loan Agent and
as promptly as practicable thereafter, provide such Books to Term Loan Agent; ABL Agent may retain copies of such Books to use and to
transfer in connection with the sale of any ABL Priority Collateral. Term Loan Agent will permit the ABL Agent to make copies of any Books
and take possession of all documents of title for ABL Equipment necessary in connection with the sale of any ABL Priority Collateral.


 


3.11                           
Tracing of and Priorities in Proceeds. Until the Payment in Full of ABL Priority Debt occurs, except with respect
to (1) Term Loan Priority Collateral, (2) reasonably identifiable Proceeds thereof, (3) other Proceeds of Term Loan Priority Collateral
identified by the Term Loan Agent to the ABL Agent in writing and (4) cash and cash equivalents held in the Term Loan Collateral Account
(other than identifiable Proceeds of ABL Priority Collateral), the ABL Claimholders are hereby permitted to treat all cash, cash equivalents,
money, collections and payments as ABL Priority Collateral to the extent deposited in or credited to any other Grantor’s deposit
account or securities account that constitutes ABL Priority Collateral; provided, this consent shall not inure to the benefit of
any of the Grantors or be deemed a waiver of or modification of any provision of the Term Loan Documents, including any provision requiring
application of such Proceeds to repayment of the Term Loan Debt or otherwise in the manner provided for in the Term Loan Documents or
any default or event of default that may result from any Grantor’s failure to comply with such requirements.


 






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SECTION 4.
Proceeds.


 


		4.1	Application of Proceeds.



 


(a)               
Except as otherwise provided in Section 2.1, any ABL Priority Collateral, or Proceeds thereof, received in connection
with any Enforcement Action or in connection with any Insolvency Proceeding involving a Grantor shall (at such time as such ABL Priority
Collateral or Proceeds or other amounts have been monetized) be applied:


 


(i)              first, to the payment in full in cash of costs and expenses of ABL Agent in connection with such Enforcement Action
or Insolvency Proceeding,


 


(ii)             second, to the Payment in Full of ABL Priority Debt, and in the case of payment of any revolving loans (other than
pursuant to ABL DIP Financing except in connection with the consummation of a plan of reorganization), together with a concurrent permanent
reduction of the ABL Priority Debt,


 


(iii)            third, to the payment in full in cash of costs and expenses of Term Loan Agent in connection with such Enforcement
Action or Insolvency Proceeding,


 


		(iv)	fourth, to the Payment in Full of Term Loan Priority Debt,



 


(v)            fifth,
to the payment in full in cash of the Excess ABL Debt in accordance with the ABL Documents, and


 


(vi)           sixth,
to the payment in full in cash of the Excess Term Loan Debt in accordance with the Term Loan Documents.


 


(b)              
Notwithstanding the foregoing, if any Enforcement Action with respect to any Priority Collateral produces non-cash Proceeds,
then if the Payment in Full of the Priority Debt related thereto has not occurred, such non-cash Proceeds shall be held by the Priority
Agent as additional collateral and, at such time as such non-cash Proceeds are monetized by the Priority Agent, shall be applied in the
order of application set forth above. The Priority Agent shall have no duty or obligation to Dispose of such non-cash Proceeds and may
Dispose of such non-cash Proceeds or continue to hold such non-cash Proceeds, in each case, in its discretion; provided, that any
non-cash Proceeds received by ABL Agent (other than any non-cash Proceeds received on account of any Term Loan Secured Claim) may be distributed
by ABL Agent to the ABL Claimholders in full or partial satisfaction of ABL Priority Debt in an amount reasonably determined by ABL Agent
acting at the direction of the requisite ABL Claimholders or as a court of competent jurisdiction may direct pursuant to a Final Order,
including an order confirming a plan of reorganization in an Insolvency Proceeding. Prior to the Payment in Full of ABL Priority Debt,
no receipt and application of any Collateral, or Proceeds thereof, received in the ordinary course of business or as a result of the exercise
of dominion of funds under a control agreement (such Collateral, and the Proceeds thereof, “Ordinary Course Collections”)
shall constitute an Enforcement Action for purposes of this Agreement unless the ABL Claimholders as a result of an ABL Default fail to
fund advances or revolving loans to the Grantors (whether or not the conditions to funding are satisfied) for more than 5 consecutive
Business Days unless Term Loan Agent otherwise consents to a different application. Ordinary Course Collections received by ABL Agent
may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, pursuant to the ABL Credit Agreement.


 






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(c)               
Except as otherwise provided in Section 2.1, any Term Loan Priority Collateral, or Proceeds thereof, received in
connection with any Enforcement Action or in connection with any Insolvency Proceeding involving a Grantor shall (at such time as such
Term Loan Priority Collateral or Proceeds or other amounts have been monetized) be applied:


 


(i)              first,
to the payment in full in cash of costs and expenses of Term Loan Agent in connection with such Enforcement Action or Insolvency Proceeding,


 


		(ii)	second, to the Payment in Full of Term Loan Priority Debt,



 


(iii)            third, to the payment in full in cash of costs and expenses of ABL Agent in connection with such Enforcement Action
or Insolvency Proceeding,


 


(iv)            fourth, to the Payment in Full of ABL Priority Debt, and in the case of payment of any revolving loans (other than
pursuant to ABL DIP Financing except in connection with the consummation of a plan of reorganization), together with a concurrent permanent
reduction of the ABL Priority Debt,


 


(v)             fifth, to the payment in full in cash of the Excess Term Loan Debt in accordance with the Term Loan Documents,


 


(vi)            sixth, to the payment in full in cash of the Excess ABL Debt in accordance with the ABL Documents.


 


(d)              
Notwithstanding the foregoing, if any Enforcement Action with respect to the Term Loan Priority Collateral produces non-cash
Proceeds, then such non-cash Proceeds shall be held by the Priority Agent as additional collateral and, at such time as such non-cash
Proceeds are monetized, shall be applied by the Priority Agent in the order of application set forth above. Term Loan Agent shall have
no duty or obligation to Dispose of such non-cash Proceeds and may Dispose of such non-cash Proceeds or continue to hold such non-cash
Proceeds, in each case, in its discretion; provided, that any non-cash Proceeds received by Term Loan Agent (other than any non-cash
Proceeds received on account of any ABL Secured Claim) may be distributed by Term Loan Agent to the Term Loan Claimholders in full or
partial satisfaction of Term Loan Priority Debt in an amount reasonably determined by Term Loan Agent acting at the direction of the requisite
Term Loan Claimholders or as a court of competent jurisdiction may direct pursuant to a Final Order, including an order confirming a plan
of reorganization in an Insolvency Proceeding.


 


(e)               
In the event that the ABL Agent or any other ABL Claimholder receives any payment or proceeds from the Subordinated Creditor
pursuant to the terms of the Seller Subordination Agreement, so long as proceeds of ABL Priority Collateral was not utilized to pay the
Subordinated Creditors, then such payment or proceeds shall immediately be turned over to the Term Loan Agent and applied in accordance
with Section 4.1(c).


 






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		4.2	Turnover.



 


(a)               
Unless and until the Payment in Full of ABL Priority Debt has occurred (irrespective of whether any Insolvency Proceeding
has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any ABL Priority Collateral, or
Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3) received by any
of the Term Loan Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the Term Loan Claimholders,
shall be segregated and held in trust and forthwith paid over to ABL Agent in the same form as received, with any necessary endorsements
or as a court of competent jurisdiction may otherwise direct. ABL Agent is hereby authorized to make any such endorsements as agent for
the Term Loan Claimholders and this authorization is coupled with an interest and is irrevocable until the Payment in Full of ABL Priority
Debt.


 


(b)              
Unless and until the Payment in Full of ABL Priority Debt has occurred and except as otherwise expressly provided in Sections
6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution is received
by the Term Loan Claimholders (or any of them) on account of their Term Loan Secured Claims in respect of their interest in the ABL Priority
Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization of
such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the ABL Claimholders or
otherwise provides for the Payment in Full of ABL Priority Debt), then such distribution shall be segregated and held in trust and forthwith
paid over to ABL Agent for the benefit of the ABL Claimholders in the same form as received, with any necessary endorsements or as a court
of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary, Term Loan Claimholders may
receive and retain any cash, debt, or equity securities on account of Term Loan Deficiency Claims or in respect of any other portion of
their Term Loan Secured Claims that are not on account of their interest in the ABL Priority Collateral.


 


(c)               
Unless and until the Payment in Full of Term Loan Priority Debt has occurred (irrespective of whether any Insolvency Proceeding
has been commenced by or against any Grantor) and except as otherwise provided in Section 2.1, any Term Loan Priority Collateral,
or Proceeds thereof (including assets or Proceeds subject to Liens referred to in the final sentence of Section 2.3 received by
any of the ABL Claimholders in connection with an Enforcement Action with respect to the Collateral by any of the ABL Claimholders, shall
be segregated and held in trust and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form
as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Term Loan Agent is hereby authorized
to make any such endorsements as agent for the ABL Claimholders and this authorization is coupled with an interest and is irrevocable
until the Payment in Full of Term Loan Priority Debt.


 


(d)              
Unless and until the Payment in Full of Term Loan Priority Debt has occurred and except as otherwise expressly provided
in Sections 6.5 or 6.9, if a Grantor (or any of its assets) is the subject of an Insolvency Proceeding and if any distribution
is received by the ABL Claimholders (or any of them) on account of their ABL Secured Claims in respect of their interest in the Term Loan
Priority Collateral in connection with such Insolvency Proceeding (unless such distribution is made under a confirmed plan of reorganization
of such Grantor that is accepted by the requisite affirmative vote of each class composed of the secured claims of the Term Loan Claimholders
or otherwise provides for the Payment in Full of Term Loan Priority Debt), then such distribution shall be segregated and held in trust
and forthwith paid over to Term Loan Agent for the benefit of the Term Loan Claimholders in the same form as received, with any necessary
endorsements or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything in this Agreement to the contrary,
ABL Claimholders may receive and retain any cash, debt, or equity securities on account of ABL Deficiency Claims or in respect of any
other portion of their ABL Secured Claims that are not on account of their interest in the Term Loan Priority Collateral.


 






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(e)               
Term Loan Agent agrees that if, at any time, all or part of any payment with respect to any ABL Priority Debt secured by
any ABL Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to ABL
Agent any payment received by it in respect of any such ABL Priority Collateral and shall promptly turn any such ABL Priority Collateral
then held by it over to ABL Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made,
until the payment and satisfaction in full of such ABL Priority Debt.


 


(f)                
ABL Agent agrees that if, at any time, all or part of any payment with respect to any Term Loan Priority Debt secured by
any Term Loan Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over
to Term Loan Agent any payment received by it in respect of any such Term Loan Priority Collateral and shall promptly turn any such Term
Loan Priority Collateral then held by it over to Term Loan Agent, and the provisions set forth in this Agreement will be reinstated as
if such payment had not been made, until the payment and satisfaction in full of such Term Loan Priority Debt.


 


4.3             
No Subordination of the Relative Priority of Claims. Anything to the contrary contained herein notwithstanding, the
subordination of the Liens of the Term Loan Claimholders in respect of the ABL Priority Collateral to the Liens of the ABL Claimholders
therein and of the Liens of the ABL Claimholders in respect of the Term Loan Priority Collateral to the Liens of the Term Loan Claimholders
therein as set forth herein is with respect to the priority of their respective Liens in and to the Collateral held by or on behalf of
them only and shall not constitute a subordination in right of payment of the Term Loan Debt to the ABL Debt or a subordination in right
of payment of the ABL Debt to the Term Loan Debt.


 


4.4             
Non-Lienable Assets. Notwithstanding anything to the contrary contained herein (including Section 4.3), if
any assets, licenses, rights, or privileges of any Grantor are incapable of being the subject of a Lien in favor of a secured party including
because of restrictions under applicable law, the nature of the rights or interests of such Grantor, or the absence of a consent to such
Lien by a third party, and irrespective of whether the applicable collateral documents attempt (or purport) to encumber such assets, licenses,
rights, or privileges (the “Inalienable Interests”), then ABL Agent and Term Loan Agent agree that any distribution
or recovery that the ABL Claimholders or the Term Loan Claimholders may receive with respect to, or that is allocable to, the value of
any such Inalienable Interests, or any Proceeds thereof, whether received in their capacity as unsecured creditors or otherwise, shall
be turned over and applied in accordance with Section 4.1 and 4.2 as if such distribution or recovery were, or were on account
of, Collateral or the Proceeds of Collateral. With respect to Inalienable Interests that would be of the same type as the ABL Priority
Collateral if such Inalienable Interests were able to be included in the Collateral, until the Payment in Full of ABL Priority Debt occurs,
Term Loan Agent hereby appoints ABL Agent, and any officer or agent of ABL Agent, with full power of substitution, as the attorney-in-
fact of each of the Term Loan Claimholders for the limited purpose of carrying out the provisions of this Section 4.4 and taking
any action and executing any instrument that ABL Agent may reasonably deem necessary or advisable to accomplish the purposes of this Section
4.4, which appointment is irrevocable and coupled with an interest. With respect to Inalienable Interests that would be of the same
type as the Term Loan Priority Collateral if such Inalienable Interests were able to be included in the Collateral, until the Payment
in Full of Term Loan Priority Debt occurs, ABL Agent hereby appoints Term Loan Agent, and any officer or agent of Term Loan Agent, with
full power of substitution, the attorney-in-fact of each of the ABL Claimholders for the limited purpose of carrying out the provisions
of this Section 4.4 and taking any action and executing any instrument that Term Loan Agent may reasonably deem necessary or advisable
to accomplish the purposes of this Section 4.4, which appointment is irrevocable and coupled with an interest.


 






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4.5             
Application of Payments. Subject to the other terms of this Agreement, all payments received (not in violation of
this Agreement) by (a) the ABL Claimholders may be applied, reversed, and reapplied, in whole or in part, to the ABL Priority Debt to
the extent provided for in the ABL Documents, and (b) the Term Loan Claimholders may be applied, reversed, and reapplied, in whole or
in part, to the Term Loan Priority Debt to the extent provided for in the Term Loan Documents.


 


4.6             
Revolving Nature of ABL Debt. Term Loan Agent, acknowledges and agrees that the ABL Credit Agreement includes a revolving
commitment and that the amount of the ABL Debt that may be outstanding at any time or from time to time may be increased or reduced and
subsequently reborrowed subject to the terms hereof.


 


4.7             
Voluntary and Mandatory Prepayments of the Term Loan Debt. Neither Borrowers nor any Guarantor shall make any (a)
voluntary prepayment of the Term Loan Debt or the term debt included in ABL Debt, unless (i) no Default (as defined in the ABL Credit
Agreement) and no ABL Default has occurred and is continuing or would immediately result therefrom, (ii) with respect to a voluntary prepayment
of term debt included in the ABL Debt, no Default (as defined in the Term Loan Agreement) and no Term Loan Default has occurred and is
continuing or would immediately result therefrom and (iii) after giving effect to any such voluntary prepayment, Excess Availability exceeds
$3,000,000, or (b) mandatory prepayment of the Term Loan Debt from Excess Cash Flow (as defined in the Term Loan Agreement in effect on
the date hereof) unless (i) no Default (as defined in the ABL Credit Agreement) and no ABL Default has occurred and is continuing or would
immediately result therefrom, and (ii) after giving effect to such voluntary prepayment, Excess Availability exceeds $750,000; provided,
that, to the extent Loan Parties were not permitted to make a mandatory prepayment described in this clause (b) because such conditions
were not met, then the Loan Parties shall be obligated to make (and the Term Loan Claimholders shall be permitted to accept) such payments
on the next Business Day that such conditions are satisfied so long as for the 30 day period ending on the date of such prepayment, Excess
Availability has exceeded the sum of $750,000. In accepting any prepayment, all ABL Claimholders and all Term Loan Claimholders shall
be permitted to rely on a certificate from Holdings certifying as to the satisfaction of the applicable condition regarding Excess Availability,
and to the extent Excess Availability is in fact less than the required levels above, the ABL Claimholders and the Term Loan Claimholders
shall have no obligation to turn over any such prepayment and no liability for accepting such prepayment when accepted in reliance on
such certificate.


 






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4.8              Payments
on Warrant Obligations. Neither the Borrowers nor any Guarantor shall make any cash payment under the Warrants or the Warrant
Letter (as defined in the Term Loan Agreement) including, without limitation, in connection with the exercise of either of the
Warrants and/or a sale to Holdings of the corresponding Equity Interests (as defined in the Term Loan Credit Agreement) issuable in
connection therewith, pursuant to a sale of any Warrant to Holdings, pursuant to a payment of the Buy-In Price (as defined in any
Warrant) or similar obligations, in each case, unless the Payment Conditions have been satisfied.


 


SECTION 5.
Releases; Dispositions; Other Agreements.


 


		5.1	Releases.



 


(a)   
Prior to the Payment in Full of any Priority Debt and subject to the other specific provisions of this Agreement including
Section 5.1(e), the Priority Agent shall have the exclusive right to make determinations regarding the release or Disposition of
any Priority Collateral pursuant to the terms of the applicable Documents or in accordance with the provisions of this Agreement, in each
case without any consultation with or consent of any of the Junior Claimholders.


 


(b)   
If, in connection with an Enforcement Action by the Priority Agent as provided for in Section 3 and prior to the
Payment in Full of the related Priority Debt, the Priority Agent releases any of its Liens on any part of the Priority Collateral (or
such Liens are released by operation of law), then the Liens of the Junior Agent on such Priority Collateral, shall be automatically,
unconditionally, and simultaneously released to the extent, and only to the extent, the Priority Agent has released its Liens in such
Priority Collateral.


 


(c)   
If, in connection with any Disposition of any Priority Collateral permitted under the terms of the ABL Documents and the
Term Loan Documents, each as in effect as of the date hereof, the Priority Agent releases any of its Liens on the portion of the Priority
Collateral that is the subject of such Disposition, then the Liens of the Junior Agent on such Priority Collateral shall be automatically,
unconditionally, and simultaneously release so long as the net cash Proceeds of any such Default Disposition are applied in accordance
with Section 4.1(a) (as if they were Proceeds received in connection with an Enforcement Action).


 


(d)   
In the event of any private or public Disposition of all or any material portion of the Priority Collateral by one or more
Grantors with the consent of the Priority Agent after the occurrence and during the continuance of an Event of Default (and prior to the
Payment in Full of the Priority Debt), including any Disposition contemplated by Section 9-620 of the UCC, which Disposition is conducted
by such Grantors with the consent of the Priority Agent in connection with good faith efforts by the Priority Agent to collect the Priority
Debt through the Disposition of Priority Collateral (any such Disposition, an “Default Disposition”), then the Liens
of the Junior Agent shall be automatically, unconditionally, and simultaneously released so long as (i) such Default Disposition is conducted
by the applicable Grantor(s) in a commercially reasonable manner (as if such Disposition were a disposition of collateral by a secured
party in accordance with the UCC) and in accordance with applicable law, (ii) the Priority Agent also releases its Liens on such Priority
Collateral, and (iii) the net cash Proceeds of any such Default Disposition are applied in accordance with Section 4.1(a) (as if
they were Proceeds received in connection with an Enforcement Action).


 






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(e)   
To the extent that the Liens of the Junior Agent in and to any Priority Collateral are to be released as provided in this
Section 5.1,


 


(i)                                          
The Junior Agent shall promptly, upon the written request of the Priority Agent, at the joint and several expense of the
Grantors, execute and deliver such release documents and confirmations of the authorization to file UCC amendments, in each case, as the
Priority Agent may reasonably require in connection with such Disposition to evidence and effectuate such release; provided, that
any such release or UCC amendment by the Junior Agent shall not extend to or otherwise affect any of the rights, if any, of Agent to the
Proceeds from any such Disposition of any Collateral,


 


(ii)                                       
from and after the time that the Liens of the Priority Agent in and to such Priority Collateral are released, the Junior
Agent shall be automatically and irrevocably deemed to have authorized the Priority Agent to file UCC amendments releasing the Priority
Collateral subject to such Disposition,


 


(iii)                                    
the Junior Claimholders shall be deemed to have consented under the applicable Documents to such Disposition to the same
extent as the consent of the Priority Claimholders, and


 


(iv)                                    
in accordance with the provisions of applicable law, the Liens of the Junior Agent shall automatically attach to any Proceeds
of any Collateral subject to any such Disposition to the extent not used to repay Priority Debt.


 


(f)   
Until the Payment in Full of the applicable Priority Debt occurs, the Junior Agent hereby irrevocably constitutes and appoints
the Priority Agent and any officer or agent of the Priority Agent, with full power of substitution, as its true and lawful attorney-in-fact
with full irrevocable power and authority in the place and stead of Junior Agent or in the Priority Agent’s own name, from time
to time in the Priority Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and
all appropriate action with respect to the Priority Collateral and to execute and deliver any and all documents and instruments with respect
thereto that may be necessary to accomplish the purposes of this Section 5.1, including any financing statement amendments (form
UCC-3) or any other endorsements or other instruments of transfer or release with respect to the Priority Collateral; provided that all
such actions must be made without recourse or warranty to the Junior Claimholders and the expenses of the Junior Agent shall have been
reimbursed by the Grantors.


 


(g)   
To the extent any Claimholders (i) have released any Lien on their Collateral or any Grantor with respect to their Debt,
and any such Liens or obligations are later reinstated, or (ii) obtain any new Liens from any Grantor or obtain a guaranty from any Grantor
of their Debt, then other Claimholders shall be entitled to obtain a Lien on any such Collateral, subject to the terms (including the
lien subordination provisions) of this Agreement, and a guaranty from such Grantor of their Debt, as the case may be.


 






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		5.2	Insurance.



 


(a)   
Unless and until the Payment in Full of ABL Priority Debt has occurred:(i) 
(i) ABL Agent shall have the sole and exclusive right, subject to
the rights of Grantors under the ABL Documents, to adjust and settle any claim under any insurance policy (other than business interruption)
or any trade credit insurance policy in each case, in respect of the ABL Priority Collateral in the event of any loss thereunder (collectively,
the “ABL Insured Claims”); and (ii) all proceeds of any such insurance policy (other than business interruption) or
any trade credit insurance policy with respect to an insured claim on ABL Priority Collateral shall be paid, subject to the rights of
Grantors under the ABL Documents and the Term Loan Documents, first to ABL Claimholders and Term Loan Claimholders in accordance
with the priorities set forth in Section 4.1, until paid in full in cash, and second, to the Grantors, such other person
as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct. If any Term Loan Claimholders shall, at any
time, receive any proceeds of any such insurance policy or any trade credit insurance policy in contravention of this Section 5.2(a),
it shall pay such proceeds over to ABL Agent in accordance with the terms of Section 4.2.


 


(b)   
Unless and until the Payment in Full of Term Loan Priority Debt has occurred: (i) the Term Loan Claimholders shall have
the sole and exclusive right, subject to the rights of Grantors under the Term Loan Documents, to adjust and settle any claim under any
insurance policy in the event of any loss thereunder and to approve any award granted in any condemnation, expropriation or similar proceeding
(or any deed in lieu of condemnation and/or expropriation) other than ABL Insured Claims and (ii) all proceeds of any such insurance policy
and any such award (or any payments with respect to a deed in lieu of condemnation and/or expropriation) shall be paid, subject to the
rights of Grantors under the Term Loan Documents and the ABL Documents, first to the Term Loan Claimholders and the ABL Claimholders
in accordance with the priorities set forth in Section 4.1, until paid in full in cash, and second, to the Grantors, such
other person as may be entitled thereto, or as a court of competent jurisdiction may otherwise direct. If any ABL Claimholders shall,
at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Section 5.2(b),
it shall pay such proceeds over to Term Loan Agent in accordance with the terms of Section 4.2.


 


(c)   
In the event that any Proceeds are derived from any insurance policy that covers ABL Priority Collateral and Term Loan Priority
Collateral, ABL Agent and Term Loan Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the
Grantors under the ABL Documents and the Term Loan Documents) any claim under the relevant insurance policy.


 


(d)   
To effectuate the foregoing, Grantors shall provide ABL Agent and Term Loan Agent with separate lender’s loss payable
endorsements naming themselves as loss payee and additional insured, as their interests may appear, with respect to policies which insure
Collateral hereunder.


 


(e)   
Notwithstanding anything contained in this Agreement to the contrary, in the event that any Proceeds derived from any insurance
policy includes both ABL Priority Collateral and Term Loan Priority Collateral, if the ABL Agent and Term Loan Agent are unable to agree
in writing upon an allocation of such Proceeds which does not result in Payment in Full of ABL Priority Debt and the Payment in Full of
Term Loan Priority Debt, then the ABL Agent and the Term Loan Agent shall use commercially reasonable efforts in good faith to negotiate
a proper allocation of such Proceeds as between ABL Priority Collateral and Term Loan Priority Collateral and if no such agreement occurs,
then such allocations will be as determined by a Final Order.


 






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		5.3	Amendments; Refinancings.



 


(a)   
The ABL Documents may be amended, supplemented, waived or otherwise modified in accordance with their terms and the ABL
Debt may be Refinanced, in each case without notice to, or the consent of, the Term Loan Claimholders, all without affecting the lien
subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such Refinancing
debt shall have bound themselves (in a writing addressed to Term Loan Agent) to the terms of this Agreement; provided further,
that any such amendment, supplement, modification, waiver or Refinancing shall not, without the prior written consent of Term Loan Agent
(which it shall be authorized to consent to based upon an affirmative vote of the Term Loan Claimholders holding no more than a majority
of the debt under the Term Loan Agreement):


 


		(i)	contravene the provisions of this Agreement;



 


(ii)                                       
increase the “Applicable Margin” or similar component of the interest rate (including any “floor”)
by more than 3.00 percentage points per annum (excluding increases resulting from (A) increases in the underlying reference rate not caused
by an amendment, supplement, modification or Refinancing of the ABL Credit Agreement, (B) the application of the pricing grid set forth
in the ABL Credit Agreement as in effect on the date hereof, or (C) the accrual of interest at the default rate set forth in the ABL Credit
Agreement as in effect on the date hereof);


 


(iii)                                    
change to earlier dates any dates upon which payments of principal or interest are due thereon or extend the scheduled final
maturity date of the ABL Debt beyond the scheduled maturity date of the Term Debt set forth in the Term Loan Documents;


 


(iv)                                    
modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the ABL
Credit Agreement or any ABL Document in a manner that makes them more restrictive to Grantors than as in effect on the date hereof (other
than such modifications that permit payments to permanently reduce the Term Loan Debt or with respect to a Disposition of ABL Priority
Collateral after an ABL Default); or


 


(v)                                       
change any covenants, defaults, or events of default under the ABL Credit Agreement or any other ABL Document (including
the addition of covenants, defaults, or events of default not contained in the ABL Credit Agreement or other ABL Documents as in effect
on the date hereof) to restrict any Grantor from making payments of the Term Loan Debt that would otherwise be permitted under the ABL
Documents as in effect on the date hereof.


 






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(b)   
The Term Loan Documents may be amended, supplemented, waives or otherwise modified in accordance with their terms and the
Term Loan Debt may be Refinanced, in each case without notice to, or the consent of, any of the ABL Claimholders, all without affecting
the lien subordination or other provisions of this Agreement; provided, that, in the case of a Refinancing, the holders of such
Refinancing debt shall have bound themselves (in a writing addressed to ABL Agent) to the terms of this Agreement; provided further,
that any such amendment, supplement, modification, or waiver or Refinancing shall not, without the prior written consent of ABL Agent
(which it shall be authorized to consent to based upon an affirmative vote of the ABL Claimholders holding no more than a majority of
the ABL Debt):


 


		(i)	contravene the provisions of this Agreement;



 


(ii)                   increase the “Applicable Margin” or similar component of the cash pay portion of any interest rate by more than
3.00 percentage points per annum (excluding increases resulting from (A) increases in the underlying reference rate not caused by an amendment,
supplement, modification or Refinancing of the Term Loan Agreement, (B) the application of the pricing grid set forth in the Term Loan
Agreement as in effect on the date hereof, or (C) the accrual of interest at the default rate set forth in the Term Loan Credit Agreement
as in effect on the date hereof);


 


(iii)                  change to earlier dates any dates upon which payments of principal or interest are due thereon or shorten the final maturity
date of the Term Debt to be due within six (6) months of the scheduled maturity date of the ABL Debt;


 


(iv)                 change any covenants, defaults, or events of default under the Term Loan Agreement or any other Term Loan Document (including
the addition of covenants, defaults, or events of default not contained in the Term Loan Agreement or other Term Loan Documents as in
effect on the date hereof) to restrict any Grantor from making payments of the ABL Debt that would otherwise be permitted under the Term
Loan Documents as in effect on the date hereof; or


 


(v)                  modify (or have the effect of a modification of) the mandatory prepayment, redemption or defeasance provisions of the Term
Loan Agreement or any Term Loan Document in a manner that makes them more restrictive to Grantors (other than such modifications that
permit payments to permanently reduce the ABL Debt or with respect to a Disposition of Term Loan Priority Collateral after a Term Loan
Default has occurred and is continuing).


 






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		5.4	Bailee for Perfection.



 


(a)   
ABL Agent and Term Loan Agent each agree to hold that part of the Collateral that is in its possession (or in the possession
of its agents or bailees), to the extent that possession is necessary to perfect a Lien thereon under the UCC or other applicable law
(such possessory Collateral being referred to as the “Pledged Collateral”), as gratuitous bailee and as a non-fiduciary
representative for Term Loan Agent or ABL Agent, as applicable, solely for the purpose of perfecting the security interest granted under
the Term Loan Documents or the ABL Documents, as applicable, subject to the terms and conditions of this Section 5.4. Term Loan
Agent hereby appoints ABL Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security
interest in all Pledged Collateral in which ABL Agent has a perfected security interest under the UCC. ABL Agent hereby appoints Term
Loan Agent as its gratuitous bailee and non-fiduciary representative for the purposes of perfecting their security interest in all Pledged
Collateral in which Term Loan Agent has a perfected security interest under the UCC. Each of ABL Agent and Term Loan Agent hereby accept
such appointments pursuant to this Section 5.4 Subject to Sections 2.1 and 4 and unless and until the Payment in Full of
ABL Priority Debt, Term Loan Agent agrees to promptly notify ABL Agent of any Pledged Collateral constituting ABL Priority Collateral
held by it or by any other Term Loan Claimholder, and, immediately upon the request of ABL Agent to deliver to ABL Agent any such Pledged
Collateral, together with any necessary endorsements (or otherwise allow ABL Agent to obtain possession of such Pledged Collateral) for
Disposition and distribution of Proceeds in accordance with Sections 2 and 4. Subject to Sections 2.1 and 4 and unless and
until the Payment in Full of Term Loan Priority Debt and payment in full in cash of all Excess Term Loan Debt, ABL Agent agrees to promptly
notify Term Loan Agent of any Pledged Collateral constituting Term Loan Priority Collateral held by it or by any other ABL Claimholder,
and, immediately upon the request of Term Loan Agent to deliver to Term Loan Agent any such Pledged Collateral held by it or by any other
ABL Claimholder, together with any necessary endorsements (or otherwise allow Term Loan Agent to obtain possession of such Pledged Collateral)
for Disposition and distribution of Proceeds in accordance with Sections 2.1 and 4.


 


(b)   
ABL Agent shall have no obligation whatsoever to any of the Term Loan Claimholders to ensure that the Pledged Collateral
is genuine or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section
5.4. Term Loan Agent shall have no obligation whatsoever to any of the ABL Claimholders to ensure that the Pledged Collateral is genuine
or owned by any of Grantors or to preserve rights or benefits of any person except as expressly set forth in this Section 5.4.
The duties or responsibilities of ABL Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as
bailee and non-fiduciary representative in accordance with this Section 5.4 and delivering any Pledged Collateral in its possession
(or in the possession of its agents or bailees) upon a Payment in Full of ABL Priority Debt as provided in Section 5.6. The duties
or responsibilities of Term Loan Agent under this Section 5.4 shall be limited solely to holding the Pledged Collateral as bailee
and non- fiduciary representative in accordance with this Section 5.4 and delivering any Pledged Collateral in its possession (or
in the possession of its agents or bailees) as provided in Section 5.6.


 


(c)   
ABL Agent, in acting pursuant to this Section 5.4, shall not have, or be deemed to have, a fiduciary relationship
in respect of any of the Term Loan Claimholders. Term Loan Agent, in acting pursuant to this Section 5.4, shall not have, or be
deemed to have, a fiduciary relationship in respect of any of the ABL Claimholders.


 


5.5             
When Payment in Full of ABL Priority Debt or Payment in Full of Term Loan Priority Debt Deemed to Not Have Occurred.


 


(a)    If
any Borrower enters into any Refinancing of the ABL Debt that is intended to be secured by the ABL Priority Collateral on a first
priority basis, then a Payment in Full of ABL Priority Debt shall be deemed not to have occurred for all purposes of this Agreement,
and the obligations under such Refinancing of such ABL Debt shall be treated as ABL Debt for all purposes of this Agreement,
including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and ABL Agent under the ABL
Documents effecting such Refinancing shall be ABL Agent for all purposes of this Agreement. ABL Agent under such ABL Documents shall
agree (in a writing addressed to Term Loan Agent) to be bound by the terms of this Agreement.


 






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(b)   
If Borrowers enter into any Refinancing of the Term Loan Debt that is intended to be secured by the Term Loan Priority Collateral
on a first priority basis, then a Payment in Full of Term Loan Priority Debt shall be deemed not to have occurred for all purposes of
this Agreement, and the obligations under such Refinancing of such Term Loan Debt shall be treated as Term Loan Debt for all purposes
of this Agreement, including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and Term Loan Agent
under the Term Loan Documents effecting such Refinancing shall be Term Loan Agent for all purposes of this Agreement. Term Loan Agent
under such Term Loan Documents shall agree (in a writing addressed to ABL Agent) to be bound by the terms of this Agreement.


 


		5.6	Transfer of Pledged Collateral; Other Actions.



 


(a)   
Subject to Sections 2.1 and 4 and upon the Payment in Full of ABL Priority Debt, ABL Agent hereby agrees to the extent
permitted by applicable law, upon the written request of Term Loan Agent (with all costs and expenses in connection therewith to be for
the account of Term Loan Agent and to be paid by Grantors):


 


(i)                                          
ABL Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession of the Pledged
Collateral, if any, then in its possession to Term Loan Agent, except in the event and to the extent (A) such Collateral is sold, liquidated,
or otherwise disposed of by any of the ABL Claimholders or by a Grantor as provided herein in full or partial satisfaction of any of the
ABL Priority Debt or (B) it is otherwise required by any order of any court or other governmental authority or applicable law; and


 


(ii)                                       
in connection with the terms of any collateral access agreement, whether with a landlord, processor, warehouseman, or other
third party or any control agreement, ABL Agent shall notify the other parties thereto that it no longer has rights as secured party thereunder.


 


(b)   
Subject to Sections 2.1 and 4 and upon the Payment in Full of the Term Loan Priority Debt, the Term Loan Agent hereby
agrees to the extent permitted by applicable law, upon the written request of the ABL Agent (with all costs and expenses in connection
therewith to be for the account of ABL Agent and to be paid by Grantors):


 


(i)                                          
Term Loan Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession of the
Pledged Collateral, if any, then in its possession to ABL Agent, except in the event and to the extent (A) such Collateral is sold, liquidated,
or otherwise disposed of by any of the Term Loan Claimholders or by a Grantor as provided herein in full or partial satisfaction of any
of the Term Loan Priority Debt or (B) it is otherwise required by any order of any court or other governmental authority or applicable
law; and


 






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(ii)                                       
in connection with the terms of any collateral access agreement, whether with a landlord, processor, warehouseman, or other
third party or any control agreement, Term Loan Agent shall notify the other parties thereto that it no longer has rights as secured party
thereunder.


 


(c)   
The foregoing provisions shall not impose on any of the ABL Claimholders or any of the Term Loan Claimholders any obligations
that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or other governmental
authority or any applicable law or give rise to risk of legal liability.


 


SECTION 6.
Insolvency Proceedings.


 


6.1                               
Enforceability and Continuing Priority. This Agreement shall be applicable both before and after the commencement
of any Insolvency Proceeding and all converted or succeeding cases in respect thereof. The relative rights of the Claimholders in or to
any distributions from or in respect of any Collateral, or Proceeds of Collateral, shall continue after the commencement of any Insolvency
Proceeding. Accordingly, the provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within
the meaning of Section 510 of the Bankruptcy Code (or any similar Bankruptcy Law).


 


		6.2	Financing.



 


(a)   
Until the Payment in Full of ABL Priority Debt, if any Grantor shall be subject to any Insolvency Proceeding and if ABL
Agent consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code (or similar Bankruptcy
Law)) constituting ABL Priority Collateral (herein, “ABL Cash Collateral”), or consents to such Grantor obtaining financing
from any of the ABL Claimholders, provided under Section 364 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law
secured solely by a Lien on such ABL Priority Collateral (such financing, an “ABL DIP Financing”), and if such ABL
Cash Collateral use or ABL DIP Financing, as applicable, meets the applicable ABL DIP Financing Conditions, then Term Loan Agent unconditionally
agrees that it will consent as a secured creditor to such ABL Cash Collateral use and will raise no objection as a secured creditor to
such ABL DIP Financing, as applicable, and, if ABL DIP Financing is involved, Term Loan Agent will subordinate its Liens in the ABL Priority
Collateral (and in any other assets (other than Term Loan Priority Collateral) of the Grantors that may serve as collateral (including
avoidance actions or the proceeds thereof) for such ABL DIP Financing) to the Liens securing such ABL DIP Financing so long as the Term
Loan Agent is not prohibiting from seeking adequate protection as contemplated by Section 6.5. Term Loan Agent agrees that it shall
not, and nor shall any of the Term Loan Claimholders, directly or indirectly, provide, offer to provide, or support any DIP Financing
secured by a Lien on the ABL Priority Collateral senior to or pari passu with the Liens securing the ABL Priority Debt. If, in
connection with any ABL Cash Collateral use or ABL DIP Financing, any Liens on the ABL Priority Collateral held by the ABL Claimholders
to secure the ABL Debt 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 Claimholders securing the Term
Loan Priority Debt shall also be subordinated to such interest or claim and shall remain subordinated to the Liens on the ABL Priority
Collateral of the ABL Claimholders consistent with this Agreement. The foregoing to the contrary notwithstanding but subject to Section
2.2, the Term Loan Claimholders may oppose or raise any objections to such use of ABL Cash Collateral or ABL DIP Financing that could
be raised by a creditor of Grantors whose claims are not secured by Liens on ABL Priority Collateral, provided that such opposition or
objections are not based on their status as secured creditors.


 






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(b)   
Until the Payment in Full of Term Loan Priority Debt, if any Grantor shall be subject to any Insolvency Proceeding and if
Term Loan Agent consents to the use of cash collateral (as such term is defined in Section 363(a) of the Bankruptcy Code (or similar Bankruptcy
Law)) constituting Term Loan Priority Collateral (herein, “Term Loan Cash Collateral”), or consents to such Grantor
obtaining financing from the Term Loan Claimholders provided under Section 364 of the Bankruptcy Code or any similar provision of any
other Bankruptcy Law secured by a Lien on such Term Loan Priority Collateral (such financing, a “Term Loan DIP Financing”),
and if such Term Loan Cash Collateral use or Term Loan DIP Financing, as applicable, meets the applicable Term Loan DIP Financing Conditions,
then ABL Agent unconditionally agrees that it will consent as a secured creditor to such Term Loan Cash Collateral use and will raise
no objection as a secured creditor to such Term Loan DIP Financing, as applicable, and, if Term Loan DIP Financing is involved, ABL Agent
will subordinate its Liens in the Term Loan Priority Collateral (and in any other assets other than ABL Priority Collateral of the Grantors
that may serve as collateral (including avoidance actions or the proceeds thereof) for such Term Loan DIP Financing) to the Liens securing
such Term Loan DIP Financing so long as the ABL Agent is not prohibiting from seeking adequate protection as contemplated by Section
6.5. ABL Agent agrees that it shall not, and nor shall any of the ABL Claimholders, directly or indirectly, provide, offer to provide,
or support any DIP Financing secured by a Lien on the Term Loan Priority Collateral that is senior to or pari passu with the Liens
securing the Term Loan Priority Debt. If, in connection with any Term Loan Cash Collateral use or Term Loan DIP Financing, any Liens on
the Term Loan Priority Collateral held by the Term Loan Claimholders to secure the Term Loan Debt 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 Claimholders securing the ABL Debt 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 Claimholders consistent with this Agreement.
The foregoing to the contrary notwithstanding but subject to Section 2.2, the ABL Claimholders may oppose or raise any objections
to use of Term Loan Cash Collateral or Term Loan DIP Financing that could be raised by a creditor of Grantors whose claims are not secured
by Liens on Term Loan Priority Collateral, provided that such opposition or objections are not based on their status as secured creditors.


 


(c)   
All Liens granted to ABL Agent or Term Loan 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 priorities in Section 2.1 and the other terms and
conditions of this Agreement.


 






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6.3                               
Sales. Each Junior Agent agrees that it will consent to, and will not object or oppose, or support, directly or indirectly,
any other person seeking to object or oppose, a motion by a Grantor that is supported by the Priority Agent to Dispose of any of its Priority
Collateral free and clear of the Liens of the Junior Agent under Section 363 or 1129 of the Bankruptcy Code (or under any similar provision
of any applicable Bankruptcy Law) if (a) the Priority Agent has consented to the sale of such Collateral free and clear of the Liens of
the Priority Agent, (b) such motion does not impair, subject to the priorities set forth in this Agreement, the rights of the Junior Claimholders
under Section 363(k) of the Bankruptcy Code or similar provision of any applicable Bankruptcy Law (so long as the right of the Junior
Claimholders to offset their claims against the purchase price only arises after the Priority Debt has been paid in full in cash), and(c)
 (c) either (i) pursuant to court order, the Liens
of the Junior Agent attach to the net Proceeds of the Disposition with the same priority and validity as the Liens held by such Junior
Agent on such Priority Collateral, and the Liens remain subject to the terms of this Agreement, or (ii) the Proceeds of the Disposition
are applied to permanently reduce the ABL Priority Debt or Term Loan Priority Debt, as applicable, in accordance with Section 4.1.
The foregoing to the contrary notwithstanding but subject to Section 2.2, the Junior Claimholders may oppose or raise any objections
to such Disposition of such Priority Collateral that could be raised by a creditor of Grantors whose claims are not secured by Liens on
such Priority Collateral, provided that such opposition or objections are not based on their status as secured creditors (without limiting
the foregoing, the Junior Claimholders may not oppose or raise any objections based on rights afforded by Sections 363(e) and (f) of the
Bankruptcy Code to secured creditors (or any comparable provision of any other Bankruptcy Law) with respect to the Liens granted to the
Junior Agent in respect of such assets).


 


6.4                               
Relief from the Automatic Stay. Until the Payment in Full of Priority Debt has occurred, Junior Agent agrees not
to (a) seek (or support any other person seeking) relief from the automatic stay or any other stay in any Insolvency Proceeding in respect
of any Priority Collateral, without the prior written consent of Priority Agent; provided, that Junior Agent may seek relief from
the automatic stay or any other stay in any Insolvency Proceeding in respect of such Priority Collateral if and to the extent that Priority
Agent has obtained relief from or modification of such stay in respect of the Priority Collateral, or (b) oppose any request by the Priority
Agent or any Priority Claimholder to seek relief from the automatic stay or any other stay in any Insolvency Proceeding in respect of
any Priority Collateral.


 


		6.5	Adequate Protection. In any Insolvency Proceeding involving a Grantor,



 


(a)   
each Junior Claimholder agrees that it shall not object to or contest, or support any other person objecting or contesting
(and instead shall be deemed to have hereby irrevocably, absolutely, and unconditionally waived any right to do so):


 


(i)    
any request by any Priority Claimholder with respect to any Priority Collateral prior to the applicable Payment in Full
of Priority Debt, for “adequate protection” (within the meaning of such term under the Bankruptcy Code and any similar concept
under applicable Bankruptcy Law) of its interest in the Priority Collateral, including a request for replacement or additional Liens on
post-petition assets of the same type as such Priority Collateral; provided, any ABL Claimholder, solely in its capacity as a Priority
Claimholder, may object to adequate protection in the form of cash payments to the extent such payment is sought to be paid from ABL Priority
Collateral or the Proceeds thereof and any Term Loan Claimholder, solely in its capacity as a Priority Claimholder, may object to adequate
protection in the form of cash payments to the extent such payment is sought to be paid from Term Loan Priority Collateral or the Proceeds
thereof;


 






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(ii)   
as applicable any (A) objection by any Priority Claimholder to any motion, relief, action, or proceeding based on such Priority
Claimholders claiming a lack of adequate protection with respect to its Liens in their Priority Collateral, or (B) request by any of the
Priority Claimholders for relief from the automatic stay with respect to its Priority Collateral.


 


(b)   
if any Priority Claimholder is granted adequate protection with respect to its rights in the Priority Collateral in the
form of an additional or replacement Lien with respect to assets of the type included in such Priority Collateral, then Priority Agent
agrees that Junior Agent shall also be entitled to seek, without objection from the Priority Claimholders, adequate protection in the
form of an additional or replacement Lien with respect to the assets that are the subject of the Priority Claimholder’s additional
or replacement Lien, which additional or replacement adequate protection Lien of the Junior Agent, if obtained, shall be subordinate to
the adequate protection Liens in and to such assets securing the Priority Debt on the same basis as the other Liens securing the Junior
Debt on the Junior Priority Collateral are subordinated to the Liens on the Priority Collateral securing the Priority Debt under this
Agreement;


 


(c)   
no Junior Claimholder may seek adequate protection with respect to its rights in the Priority Collateral except for adequate
protection in the form of an additional or replacement Lien in and to existing or future assets of Grantors, and Junior Agent agrees that
Priority Agent shall also be entitled to seek, without objection from the Junior Claimholders, a senior adequate protection Lien in and
to such existing or future assets of Grantors as security for the Priority Debt and that any adequate protection Lien in and to the Priority
Collateral securing the Junior Debt shall be subordinated to such senior adequate protection Lien in and to the Priority Collateral securing
the Priority Debt on the same basis as the other Liens securing the Junior Debt are subordinated to the Liens on the Priority Collateral
securing the Priority Debt under this Agreement;


 


(d)   
any adequate protection granted in favor of any Priority Claimholder in the form of a superpriority or other administrative
expense claim and any claim in favor of any Priority Claimholder arising under Section 507(b) of the Bankruptcy Code (or similar Bankruptcy
Law) (“Senior 507(b) Claims”), shall be pari passu with the grant of adequate protection in favor of the other
Priority Claimholders in the form of a superpriority or other administrative expense claim and any Senior 507(b) Claims in favor of such
other Priority Claimholders;


 


(e)   
any claim arising under Section 507(b) of the Bankruptcy Code in favor of any Junior Claimholder shall be pari passu
with the claims arising under Section 507(b) of the Bankruptcy Code (or similar Bankruptcy Law) in favor of the other Junior Claimholders
(collectively, “Junior 507(b) Claims”), all Junior 507(b) Claims shall be junior and subordinate in right of
payment to the Senior 507(b) Claims, and the holders of the Junior 507(b) Claims agree that, in connection with any plan of reorganization
in such Insolvency Proceeding, such Junior 507(b) Claims may be paid in any combination of cash, securities, or other property having
a present value equal to the amount of such Junior 507(b) Claims as of the effective date of confirmation of such plan;


 


(f)    No
Junior Claimholder shall object to, oppose, or challenge the determination of the extent of any Liens held by any of the Priority
Claimholders, the value of Collateral securing any claims of Priority Claimholders under Section 506(a) of the Bankruptcy Code or
any claim by any Priority Claimholder for allowance of Priority Debt consisting of post- petition interest, fees, or expenses.


 






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6.6                               
Specific Sections of the Bankruptcy Code. The Junior Claimholders shall not object to, oppose, support any objection,
or take any other action to impede, the right of any Priority Claimholder to make an election under Section 1111(b)(2) of the Bankruptcy
Code (or similar provision of Bankruptcy Law). The Junior Claimholders waive any claim they may hereafter have against any Priority Claimholder
arising out of the election by any Priority Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code (or similar provision
of Bankruptcy Law). The Junior Claimholders agree that they will not, directly or indirectly, assert or support the assertion of, and
hereby waive any right that they may have to assert or support the assertion of any claim under Section 506(c) or the “equities
of the case” exception of Section 552(b) of the Bankruptcy Code (or similar provisions of Bankruptcy Law) as against any Priority
Claimholder or with respect to any of the Priority Collateral to the extent securing the Priority Debt; provided, that nothing
herein shall restrict the holder of any DIP Financing from having, or seeking to have, such DIP Financing repaid, in whole or in part,
from the proceeds of the assertion of any claim under Section 506(c) of the Bankruptcy Code (or any similar provision of any other Bankruptcy
Law).


 


		6.7	No Waiver; Limitation.



 


(a)   
Subject to Sections 3.1(a), 3.2(a), and the other provisions of Section 6, nothing contained herein shall
prohibit or in any way limit any Agent or any other Claimholder from objecting in any Insolvency Proceeding involving a Grantor to any
action taken by the other Agent or any other Claimholder, including the seeking by the other Agent or any other Claimholder of adequate
protection or the assertion by the other Agent or any other Claimholder of any of its rights and remedies under the Term Loan Documents
or the ABL Documents, as applicable.


 


6.8                               
Avoidance Issues. If any Claimholder is required in any Insolvency Proceeding or otherwise to turn over, disgorge,
or otherwise pay to the estate of any Grantor any amount paid in respect of the Debt of such Claimholder (or if any Claimholder elects
to do so upon the advice of counsel) (a “Recovery”), then such Claimholder shall be entitled to a reinstatement of
the applicable Debt with respect to all such amounts, and all rights, interests, priorities, and privileges recognized in this Agreement
shall apply with respect to any such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall
be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect
the obligations of the parties hereto from such date of reinstatement.


 


		6.9	Plan of Reorganization.



 


(a)   
If, in any Insolvency Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any
property of the reorganized debtor are distributed pursuant to a confirmed plan of reorganization or similar dispositive restructuring
plan, compromise or arrangement, both on account of ABL Debt and on account of Term Loan Debt, then, to the extent the debt obligations
distributed on account of the ABL Debt and on account of the Term Loan Debt are secured by Liens upon the same property, the provisions
of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the
Liens securing such debt obligations.


 






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(b)   
The provisions of Section 1129(b)(1) of the Bankruptcy Code (or similar Bankruptcy Law) notwithstanding, the Claimholders
agree that they will not propose, support, or vote in favor of any plan of reorganization, compromise, arrangement or similar proposal
of a Grantor that is inconsistent with the priorities or other provisions of this Agreement.


 


SECTION 7.
Reliance; Waivers; Etc.


 


7.1   
Reliance. Other than any reliance on the terms of this Agreement, ABL Agent acknowledges that it and each of the
other ABL Claimholders have, independently and without reliance on any of the Term Loan Claimholders, and based on documents and information
deemed by them appropriate, made their own credit analysis and decision to enter into each of the ABL Documents and be bound by the terms
of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the ABL Documents
or this Agreement. Other than any reliance on the terms of this Agreement, Term Loan Agent acknowledges that it and each of the other
Term Loan Claimholders have, independently and without reliance on any of the ABL Claimholders, and based on documents and information
deemed by them appropriate, made their own credit analysis and decision to enter into each of the Term Loan Documents and be bound by
the terms of this Agreement and they will continue to make their own credit decision in taking or not taking any action under the Term
Loan Documents or this Agreement.


 


7.2   
No Warranties or Liability. ABL Agent acknowledges and agrees that none of the Term Loan Claimholders have made any
express or implied representation or warranty, including with respect to the execution, validity, legality, completeness, collectability,
or enforceability of any of the Term Loan Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon.
Except as otherwise expressly provided herein, the Term Loan Claimholders will be entitled to manage and supervise their respective loans
and extensions of credit under the Term Loan Documents in accordance with law and as they may otherwise, in their sole discretion, deem
appropriate. Term Loan Agent acknowledges and agrees that none of the ABL Claimholders has made any express or implied representation
or warranty, including with respect to the execution, validity, legality, completeness, collectability, or enforceability of any of the
ABL Documents, the ownership of any Collateral, or the perfection or priority of any Liens thereon. Except as otherwise expressly provided
herein, the ABL Claimholders will be entitled to manage and supervise their respective loans and extensions of credit under the ABL Documents
in accordance with law and as they may otherwise, in their sole discretion, deem appropriate. The Term Loan Claimholders shall have no
duty to the ABL Claimholders, and the ABL Claimholders shall have no duty to the Term Loan Claimholders, to act or refrain from acting
in a manner that allows, or results in, the occurrence or continuance of an event of default or default under any agreements with any
Grantor (including the ABL Documents and the Term Loan Documents), regardless of any knowledge thereof which they may have or be charged
with.


 


		7.3	No Waiver of Lien Priorities.



 


(a)                               
No right of any of the Claimholders, any Agent or any of them to enforce any provision of this Agreement or any Loan Document
shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure
to act by any other Claimholder or any Agent, or by any noncompliance by any person with the terms, provisions, and covenants of this
Agreement, any of the Loan Documents, regardless of any knowledge thereof which any Agent or any other Claimholder may have (or be otherwise
charged with).


 






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(b)                              
Without in any way limiting the generality of the foregoing provisions of Section 7.3(a) (but subject to any rights
of Grantors under the ABL Documents and subject to the provisions of Section 5.3(a)), the ABL Claimholders may, at any time and
from time to time in accordance with the ABL Documents or applicable law, without the consent of, or notice to, any of the Term Loan Claimholders,
without incurring any liabilities to any of the Term Loan Claimholders and without impairing or releasing the Lien priorities and other
benefits provided in this Agreement (even if any right of subrogation or other right or remedy of any of the Term Loan Claimholders is
affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of Term Loan Agent:


 


(i)                                          
change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase,
or alter, the terms of any of the ABL Debt or any Lien on any ABL Collateral or guarantee thereof or any liability of any Grantor, or
any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the ABL Debt, without any
restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement
in any manner any Liens held by any of the ABL Claimholders, the ABL Debt, or any of the ABL Documents;


 


(ii)                                       
sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order all or any
part of the ABL Priority Collateral or any liability of any Grantor to any of the ABL Claimholders, or any liability incurred directly
or indirectly in respect thereof;


 


(iii)                                     
settle or compromise any ABL Debt or any other liability of any Grantor or any security therefor or any liability incurred
directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the ABL
Debt) in any manner or order; and


 


(iv)                                    
exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy
and otherwise deal freely with any Grantor or any ABL Priority Collateral and any guarantor or any liability of any Grantor to any of
the ABL Claimholders or any liability incurred directly or indirectly in respect thereof.


 


(c)                               
Except as otherwise provided herein, Term Loan Agent also agrees that the ABL Claimholders shall have no liability to any
of the Term Loan Claimholders, and Term Loan Agent hereby waives any claim of the Term Loan Claimholders against any of the ABL Claimholders
arising out of any and all actions which any of the ABL Claimholders may, pursuant to the terms hereof, take, permit, or omit to take
with respect to:


 


		(i)	the ABL Documents;



 


		(ii)	the collection of the ABL Debt; or



 






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(iii)                         the foreclosure upon, or sale, liquidation, or other disposition of, or the failure to foreclose upon, or sell, liquidate,
or otherwise dispose of, any ABL Priority Collateral.


 


Term Loan Agent agrees that the ABL
Claimholders have no duty to the Term Loan Claimholders in respect of the maintenance or preservation of the ABL Priority Collateral,
the ABL Debt, or otherwise.


 


(d)                              
Without in any way limiting the generality of the provisions of Section 7.3(a) (but subject to any rights of Grantors
under the Term Loan Documents and subject to the provisions of Section 5.3(b)) the Term Loan Claimholders may, at any time and
from time to time in accordance with the Term Loan Documents or applicable law, without the consent of, or notice to, any of the ABL Claimholders,
without incurring any liabilities to any of the ABL Claimholders and without impairing or releasing the Lien priorities and other benefits
provided in this Agreement (even if any right of subrogation or other right or remedy of any of the ABL Claimholders is affected, impaired,
or extinguished thereby) do any one or more of the following without the prior written consent of ABL Agent:


 


(i)                                          
change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase,
or alter, the terms of any of the Term Loan Debt or any Lien on any Term Loan Collateral or guarantee thereof or any liability of any
Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Term Loan
Debt, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend,
modify, or supplement in any manner any Liens held by the Term Loan Claimholders, the Term Loan Debt, or any of the Term Loan Documents;


 


(ii)                                       
subject to Section 3.9, sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner
and in any order any part of the Term Loan Priority Collateral or any liability of any Grantor to any Term Loan Claimholder, or any liability
incurred directly or indirectly in respect thereof;


 


(iii)                                     
settle or compromise any Term Loan Debt or any other liability of any Grantor or any security therefor or any liability
incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including
the Term Loan Debt) in any manner or order; and


 


(iv)                                    
exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy
and otherwise deal freely with any Grantor or any Term Loan Priority Collateral and any guarantor or any liability of any Grantor to any
Term Loan Claimholder or any liability incurred directly or indirectly in respect thereof.


 


(e)                               
Except as otherwise provided herein, ABL Agent also agrees that the Term Loan Claimholders shall have no liability to any
of the ABL Claimholders, and ABL Agent hereby waives any claim of the ABL Claimholders against any of the Term Loan Claimholders arising
out of any and all actions which any of the Term Loan Claimholders may, pursuant to the terms hereof, take, permit or omit to take with
respect to:


 






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		(i)	the Term Loan Documents;



 


		(ii)	the collection of the Term Loan Debt; or



 


(iii)                         the foreclosure upon, or sale, liquidation, or other disposition of, or the failure to foreclose upon, or sell, liquidate,
or otherwise dispose of, any Term Loan Priority Collateral.


 


ABL Agent agrees that the Term Loan
Claimholders have no duty to the ABL Claimholders in respect of the maintenance or preservation of the Term Loan Priority Collateral,
the Term Loan Debt, or otherwise.


 


(f)                                 
Until the Payment in Full of ABL Priority Debt and the Payment in Full of Term Loan Priority Debt, each of Term Loan Agent
and ABL Agent agrees not to assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead, or
otherwise assert, or otherwise claim the benefit of, any marshaling, appraisal, valuation, or other similar right that may otherwise be
available under applicable law with respect to the other Agent’s Priority Collateral or any other similar rights a junior secured
creditor may have under applicable law.


 


7.4   
Obligations Unconditional. For so long as this Agreement is in full force and effect, all rights, interests, agreements,
and obligations of the ABL Claimholders and the Term Loan Claimholders, respectively, hereunder shall remain in full force and effect
irrespective of:


 


(a)               any lack of validity or enforceability of any ABL Documents or any Term Loan Documents;


 


(b)               except as otherwise expressly restricted in this Agreement, any change in the time, manner, or place of payment of, or in
any other terms of, all or any of the ABL Debt or Term Loan Debt, or any amendment or waiver or other modification, including any increase
in the amount thereof, whether by course of conduct or otherwise, of the terms of any ABL Document or any Term Loan Document;


 


(c)               except as otherwise expressly restricted in this Agreement, any exchange of any security interest in any Collateral or any
other collateral, or any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any
of the ABL Debt or Term Loan Debt or any guarantee thereof;


 


		(d)	the commencement of any Insolvency Proceeding in respect of any Grantor; or



   


(e)           any other circumstances which otherwise might
constitute a defense available to any Grantor in respect of the ABL Debt or the Term Loan Debt.


 


SECTION 8.
Representations and Warranties.


 


8.1              
Representations and Warranties of Each Party. Each party hereto represents and warrants to the other parties hereto
as follows:


 






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(a)   
           Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization
and has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.


 


(b)   
           This Agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation
of such party, enforceable in accordance with its terms.


 


		(c)	The execution, delivery, and performance by such party of this Agreement



 


(i)            
do not require any consent or approval of, registration or filing with or any other action by any governmental authority and (ii)
will not violate any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive
documents or by- laws of such party or any order of any governmental authority or any
provision of any indenture, agreement or other instrument binding upon such party.


 


8.2              
Representations and Warranties of Each Agent. ABL Agent and Term Loan Agent each represents and warrants to the other
that it has been authorized by the ABL Claimholders or the Term Loan Claimholders, as applicable, under the ABL Credit Agreement or the
Term Loan Agreement, as applicable, to enter into this Agreement and that each of the agreements, covenants, waivers, and other provisions
hereof is valid, binding, and enforceable against the ABL Lenders or Term Lenders, as applicable, as fully as if they were parties hereto.


 


8.3              
Survival. All representations and warranties made by one party hereto in this Agreement shall be considered to have
been relied upon by the other party hereto and shall survive the execution and delivery of this Agreement, regardless of any investigation
made by any such other party.


 


SECTION 9.
Miscellaneous.


 


9.1                                 
Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any of the
ABL Documents or any of the Term Loan Documents, the provisions of this Agreement shall govern and control.


 


9.2                                 
Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed
and delivered by the parties hereto. This is a continuing agreement of lien subordination and the ABL Claimholders may continue, at any
time and without notice to any Term Loan Claimholder, to extend credit and other financial accommodations to or for the benefit of any
Grantor constituting ABL Debt in reliance hereof. Each Agent hereby waives any right it may have under applicable law to revoke this Agreement
or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in
any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver or
trustee for such Grantor in any Insolvency Proceeding. Subject to the terms of this Agreement that provide for reinstatement of Debt,
this Agreement shall terminate and be of no further force and effect:


 






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(a)                              
with respect to the ABL Claimholders and the ABL Debt, on the date of Payment in Full of ABL Priority Debt; and


 


(b)                             
with respect to the Term Loan Claimholders and the Term Loan Debt, on the date of Payment in Full of the Term Loan Priority
Debt.


 


9.3                                 
Amendments; Waivers. No amendment, modification, or waiver of any of the provisions of this Agreement shall be effective
unless the same shall be in writing signed on behalf of the ABL Agent (or its authorized agent) and the Term Loan Agent (or its authorized
agent) and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights
of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.


 


9.4                                 
Information Concerning Financial Condition of Parent and its Subsidiaries. The ABL Claimholders, on the one hand,
and the Term Loan Claimholders, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition
of Parent and its Subsidiaries and all endorsers or guarantors of the ABL Debt or the Term Loan Debt and (b) all other circumstances bearing
upon the risk of nonpayment of the ABL Debt or the Term Loan Debt. The ABL Claimholders shall have no duty to advise the Term Loan Claimholders
of information known to them regarding such condition or any such circumstances or otherwise. The Term Loan Claimholders shall have no
duty to advise the ABL Claimholders of information known to them regarding such condition or any such circumstances or otherwise. In the
event any of the ABL Claimholders or any of the Term Loan Claimholders, in its sole discretion, undertakes at any time or from time to
time to provide any such information to any other party to this Agreement, it shall be under no obligation:


 


(a)               to make nor shall it be deemed to have made, and the ABL Claimholders and the Term Loan Claimholders, as the case may
be, shall not be under any obligation to make nor shall they be deemed to have made, any express or implied representation or warranty,
including with respect to the accuracy, completeness, truthfulness, or validity of any such information so provided;


 


(b)               to provide any additional information or to provide any such information on any subsequent occasion;


 


		(c)	to undertake any investigation; or



 


(d)               to disclose any information, which pursuant to accepted or reasonable commercial practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential.


 


9.5                                 
Subrogation. (a) With respect to any payments or distributions in cash, property, or other assets that any Term Loan
Claimholder pays over to ABL Agent under the terms of this Agreement, such Term Loan Claimholders shall be subrogated to the rights of
the ABL Claimholders, and (b) with respect to any payments or distributions in cash, property, or other assets that any ABL Claimholder
pays over to Term Loan Agent under the terms of this Agreement, such ABL Claimholders shall be subrogated to the rights of the Term Loan
Claimholders; provided, that (x) the Term Loan Claimholders shall not assert or enforce any such rights of subrogation they may
acquire as a result of any payment hereunder until the Payment in Full of all ABL Priority Debt has occurred, and (y) the ABL Claimholders
hereby agree not to assert or enforce any such rights of subrogation they may acquire as a result of any payment hereunder until the Payment
in Full of all Term Loan Priority Debt has occurred.


 






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		9.6	SUBMISSION TO JURISDICTION; WAIVERS.



 


(a)                              
ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO SHALL BE BROUGHT AND MAINTAINED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN ANY FEDERAL COURT SITING IN THE BOROUGH OF MANHATTAN. BY EXECUTING AND DELIVERING
THIS AGREEMENT, EACH PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY:


 


(i)                                         ACCEPTS GENERALLY AND UNCONDITIONALLY THE JURISDICTION AND VENUE OF SUCH COURTS;


 


(ii)                                       
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT NOW HAS OR HEREAFTER MIGHT HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;


 


(iii)                                    
AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED MAIL, POSTAGE PREPAID,
OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK; AND


 


(iv)                                     
AGREES THAT SERVICE AS PROVIDED IN CLAUSE (iii) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE
PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.


 


(b)                              EACH
OF THE PARTIES HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
HEREUNDER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT RELATE TO THE SUBJECT MATTER HEREOF, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW
AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP
THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN
ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE; MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 9.6(b) AND EXECUTED BY ABL AGENT AND TERM LOAN AGENT), AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS HERETO. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.


 






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9.7                                 
Notices. All notices permitted or required under this Agreement shall be sent to Term Loan Agent and ABL Agent, as
the case may be. Unless otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served
or sent by telefacsimile or United States mail or courier service or electronic mail and shall be deemed to have been given when delivered
in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile or electronic mail, or 5 Business
Days after depositing it in the United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses
of the parties hereto shall be the addresses set forth in the applicable Loan Documents or as may be designated by such party in a written
notice to all of the other parties.


 


9.8                                 
Further Assurances. ABL Agent and Term Loan Agent each agrees to take such further action and shall execute and deliver
such additional documents and instruments (in recordable form, if requested) as ABL Agent or Term Loan Agent may reasonably request to
effectuate the terms of and the Lien priorities contemplated by this Agreement, all at the expense of Borrowers (to the extent required
under the ABL Credit Agreement or Term Loan Agreement, as applicable). In furtherance of the foregoing, (a) ABL Agent agrees that, if
there is a Refinancing of the Term Loan Debt and if the agent or other representative of the holders of the indebtedness that Refinances
the Term Loan Debt so requests, it will execute and deliver either an acknowledgement of the joinder of such agent or representative to
this Agreement or an agreement with such agent or representative identical to this Agreement (subject to changing names of parties, documents
and addresses, as appropriate) in favor of any such agent or representative, and (b) Term Loan Agent agrees that if there is a Refinancing
of the ABL Debt and if the agent or other representative of the holders of the indebtedness that Refinances the ABL Debt so requests,
it will execute and deliver either an acknowledgement of the joinder of such agent or representative to this Agreement or an agreement
with such agent or representative identical to this Agreement (subject to changing names of parties, documents and addresses, as appropriate)
in favor of any such agent or representative.


 


9.9                                  APPLICABLE
LAW. THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT-OF-LAWS PRINCIPLES.


 


9.10                           
Binding on Successors and Assigns. This Agreement shall be binding upon ABL Agent, the ABL Claimholders, Term Loan
Agent, the Term Loan Claimholders, and their respective successors and assigns.


 






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9.11                           
Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any substantive effect.


 


9.12                           
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement or any document or instrument delivered in connection herewith by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement or such other document or instrument, as applicable.


 


9.13                           
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 and bind each of the ABL Claimholders
and the Term Loan Claimholders. Except as provided in the preceding sentence, in no event shall any Grantor be a third party beneficiary
of any other provision of this Agreement.


 


9.14                           
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 Claimholders, on the one hand, and the Term Loan Claimholders on the other hand. Except
as set forth in Section 9.13, no Grantor or any other creditor thereof shall have any rights hereunder and no Grantor may rely
on the terms hereof. Nothing in this Agreement shall impair, as between Grantors and the ABL Claimholders, or as between Grantors and
the Term Loan Claimholders, the obligations of Grantors to pay principal, interest, fees and other amounts as provided in the ABL Documents
and the Term Loan Documents, respectively. Nothing in this Agreement shall create vary or modify the rights or duties of the ABL Claimholders,
inter se, under the ABL Documents or the rights or duties of the Term Loan Claimholders, inter se, under the Term Loan Documents.


 


9.15                           
Integration. This Agreement reflects the entire understanding of the parties with respect to the subject matter hereof
and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.


 


9.16                            Reciprocal
Rights. The parties agree that the provisions of Sections 2.3, 2.4(b), 3, 4.2, 5.1, 5.2, 5.3, 5.4, 5.6, 6.2, 6.3, 6.4, 6.5,
6.6, 6.7, 6.8, 6.9(b) and 9.5, including, as applicable, the defined terms referenced therein (but only to the extent
used therein), which govern the relationship, and certain rights, restrictions, and agreements, between the ABL Claimholders with
respect to the ABL Debt, on the one hand, and the Term Loan Claimholders with respect to the Term Loan Debt, on the other hand, (a)
with respect to the ABL Priority Collateral shall, from and after the Payment in Full of ABL Priority Debt apply to and govern, mutatis
mutandis,(i)  (i) until
the Payment in Full of the Term Loan Priority Debt, the relationship between the Term Loan Claimholders as Priority Claimholders
with respect to the Term Loan Priority Debt, on the one hand, and the ABL Claimholders as Junior Claimholders with respect to the
Excess ABL Debt, on the other hand and (ii) after Payment in Full of the Term Loan Priority Debt, the relationship between the ABL
Claimholders as Priority Claimholders with respect to the Excess ABL Debt, on the one hand, and the Term Loan Claimholders as Junior
Claimholders with respect to the Excess Term Loan Debt, on the other hand and (b) with respect to the Term Loan Priority Collateral
shall, from and after the Payment in Full of the Term Loan Priority Debt, apply to and govern, mutatis mutandis, (i) until
the Payment in Full of the ABL Priority Debt, the relationship between the ABL Claimholders as Priority Claimholders with respect to
the ABL Priority Debt, on the one hand, and the Term Loan Claimholders as Junior Claimholders with respect to the Excess Term Loan
Debt, on the other hand and (ii) after Payment in Full of the ABL Priority Debt, the relationship between the Term Loan Claimholders
as Priority Claimholders with respect to the Excess Term Loan Debt, on the one hand, and the ABL Claimholders as Junior Claimholders
with respect to the Excess ABL Debt, on the other hand.


 






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SECTION 10.
Term Claimholder Purchase Option.


 


10.1                        
The Term Loan Claimholders (acting in their individual capacity or through one or more affiliates) shall have the right,
but not the obligation (each Term Loan Claimholder having a ratable right to make an offer to the purchase, with each Term Loan Claimholder’s
right to purchase being automatically proportionately increased by the amount not purchased by another Term Loan Claimholder), upon not
less than 5 Business Days prior written notice from (or on behalf of) such Term Loan Claimholders which, other than with respect to Monroe
Capital (it being understood and agreed that Monroe Capital shall have the option to exercise the purchase option under this Section
10 at any time), cannot be exercised until twelve (12) months after the date of this Agreement unless a Triggering Event has occurred
(a “Purchase Notice”) to ABL Agent to acquire from the ABL Claimholders at any time all (but not less than all) of
the right, title, and interest of the ABL Claimholders in and to the ABL Priority Debt and the ABL Documents. The Purchase Notice, if
given, shall be irrevocable.


 


10.2                        
If one or more Term Loan Claimholders elect to exercise their right under this Section 10, then not more than 5 Business
Days after the receipt by ABL Agent of the Purchase Notice, the ABL Claimholders shall sell to the purchasing Term Loan Claimholders and
the purchasing Term Loan Claimholders shall purchase from the ABL Claimholders, the ABL Priority Debt.


 


 


10.3           On
the date of such purchase and sale, the purchasing Term Loan Claimholders shall
shall


 


		(a)	pay to ABL Agent, for the benefit of the ABL Claimholders, as the purchase



 


price therefor, the full amount of all the ABL Priority
Debt then outstanding and unpaid, other than (i) 


 


(i)            
indemnification obligations for which no claim or demand for payment has been made at such time, and (ii) ABL Priority Debt
cash collateralized in accordance with clause(b) (b)
below,


 






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(b)                               
furnish cash collateral to ABL Agent in such amounts as ABL Agent determines is reasonably necessary to secure ABL Agent
and the ABL Claimholders in respect of (A) (A)        
any issued and outstanding Letters of Credit (but not in any event in an amount greater than 103% of the aggregate undrawn
amount of such Letters of Credit) (such cash collateral to be applied to the reimbursement of any drawing under a Letter of Credit as
and when such drawing is paid and, if a Letter of Credit expires undrawn, the cash collateral held by ABL Agent in respect of such Letter
of Credit shall be remitted to the Term Loan Agent for the benefit of the purchasing Term Loan Claimholders), (B) Bank Product Obligations
(such cash collateral shall be applied to the reimbursement of the Bank Product Obligations as and when such obligations become due and
payable and, at such time as all of the Bank Product Obligations are paid in full, the remaining cash collateral held by ABL Agent in
respect of Bank Product Obligations shall be remitted to the Term Loan Agent for the benefit of the purchasing Term Loan Claimholders)
and terminate and pay all obligations associated with an Derivatives Obligations (as defined in the ABL Credit Agreement), and (C) any
asserted or threatened (in writing) claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties,
or damages that are the subject of the indemnification provisions of the ABL Credit Agreement (such cash collateral shall be applied
to the reimbursement of such obligations as and when they become due and payable and, at such time as all of such obligations are paid
in full, the remaining cash collateral held by ABL Agent in respect of indemnification obligations shall be remitted to the Term Loan
Agent for the benefit of the purchasing Term Loan Claimholders), and


 


(c)                                
to the extent not paid by the Grantors, pay to ABL Agent and the other ABL Claimholders the amount of all expenses to the
extent earned or due and payable in accordance with the terms of ABL Documents against presentation of a documented invoice in reasonable
detail (including, to the extent earned or due and payable in accordance with the terms of the ABL Documents, the reimbursement of attorneys’
fees, financial examination expenses, and appraisal fees, but excluding, solely for purposes of this Section 10.3(c), any amount in respect
of indemnification or reimbursement rights under any ABL Documents not yet due and payable); provided that if all or any portion
of the amount paid to ABL Agent and the other ABL Claimholders in respect of any such indemnification or reimbursement right under any
ABL Documents exceeds the amount in fact required to be paid to ABL Agent and/or the other ABL Claimholders in respect of any such indemnification
or reimbursement right under any ABL Documents, whether pursuant to a Final Order, a final settlement agreement or otherwise, ABL Agent
and the other ABL Claimholders shall pay to Term Loan Agent (whether for its own account and/or the account of other Term Loan Claimholders,
as determined by Term Loan Agent) an amount equal to such excess).


 


10.4                        
Such purchase price and cash collateral shall be remitted by wire transfer of federal funds to such bank account of ABL
Agent as ABL Agent may designate in writing to Term Loan Agent for such purpose. Interest shall be calculated to but excluding the Business
Day on which such purchase and sale shall occur if the amounts so paid by the purchasing Term Loan Claimholders to the bank account designated
by ABL Agent are received in such bank account prior to 2:00 p.m., New York, New York time, and interest shall be calculated to and including
such Business Day if the amounts so paid by the purchasing Term Loan Claimholders to the bank account designated by ABL Agent are received
in such bank account later than 2:00 p.m., New York, New York time.


 


10.5                        
Such purchase shall be effected by the execution and delivery of an assignment and acceptance agreement substantially in
the form attached hereto as Exhibit B.


 






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10.6                        
In the event that any one or more of the Term Loan Claimholders exercises and consummates the purchase option set forth
in this Section 10, (i) ABL Agent shall have the right, but not the obligation, to immediately resign under the ABL Credit Agreement,
and (ii) the purchasing Term Loan Claimholders shall have the right, but not the obligation, to require ABL Agent to immediately resign
under the ABL Credit Agreement. If ABL Agent shall resign under this Section 10.6, to the extent permitted by applicable law, upon
the written request of Term Loan Agent (with all costs and expenses in connection therewith to be for the account of Term Loan Agent and
to be paid by Grantors) ABL Agent shall, without recourse or warranty, take commercially reasonable steps to transfer the possession of
the Collateral, if any, then in its possession to Term Loan Agent.


 


10.7                        
In the event that any one or more of the Term Loan Claimholders exercises and consummates the purchase option set forth
in this Section 10, (i) the ABL Claimholders shall retain their indemnification and reimbursement rights under the ABL Credit Agreement
for actions or other matters arising on or prior to the date of such purchase, and (ii) and in the event that, at the time of such purchase,
there exists Excess ABL Debt, the consummation of such purchase option shall not, at the option of the Term Loan Claimholders, include
(nor shall the purchase price be calculated with respect to) such Excess ABL Debt (clauses (i) and (ii), the “ABL Retained Interest”).


 


10.8                        
In the event that an ABL Retained Interest exists, each ABL Claimholder shall, at the request of the purchasing Term Loan
Claimholders, execute an amendment to the ABL Credit Agreement acknowledging that such ABL Retained Interest consisting of Excess ABL
Debt is a last-out tranche, payable after Payment in Full of all ABL Priority Debt and payment in full of all of the Term Loan Debt. Interest
with respect to such ABL Retained Interest consisting of Excess ABL Debt shall continue to accrue and be payable in accordance with the
terms of the ABL Documents, the ABL Retained Interest shall continue to be secured by the Collateral, and the ABL Retained Interest shall
be paid (or cash collateralized, as applicable) in accordance with the terms of the ABL Credit Agreement and this Agreement. Each ABL
Claimholder shall continue to have all rights and remedies of a lender under the ABL Credit Agreement and the other ABL Documents; provided,
that no ABL Claimholder shall have any right to vote on or otherwise consent to any amendment, waiver, departure from, or other modification
of any provision of any ABL Document except that the consent of ABL Agent shall be required for (i) those matters that require the agreement
of all lenders under the ABL Credit Agreement to reduce interest or principal and (ii) matters in contravention of the provisions and
priorities set forth in this Agreement with respect to the ABL Retained Interest.


 


10.9                        
Notwithstanding anything set forth herein to the contrary, with respect to any cash management administered by ABL Agent,
in the event that the Purchase Option is exercised by any Term Loan Claimholder (other than Monroe Capital), the parties agree that ABL
Agent shall be permitted, if it elects in its sole discretion, to continue to provide cash management and Bank Products to the Loan Parties
during a 90 day transition period while such cash management is transitioned to another financial institution. With respect to any deposit
account control agreements, the ABL Agent agrees to deliver a “Notice of Termination” (or similar notice) to the depositary
bank at which such deposit account is maintained indicating that such deposit account control agreement is terminated with respect to
the ABL Agent except with respect to the ABL Retained Interest and Term Loan Agent is the controlling agent or similar term for purposes
of the deposit account control agreement. All Bank Products offered by ABL Agent during such transition period shall be subject to customary
bank product agreements and customary Liens encumbering deposits or other funds maintained with ABL Agent (including the right of set
off) and which are within the general parameters customary in the banking industry.


 






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


 


	 	BBVA USA,
	 	as ABL Agent
	 	 	 
	 	By:	        
	 	Name: Jason Nichols Its Authorized Signatory
	 	 	 
	 	 	 
	 	MONROE CAPITAL MANAGEMENT ADVISORS, LLC,
	 	as Term Loan Agent
	 	 	 
	 	By:	
	 	Name: Alex Parmacek Its Authorized Signatory



 






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	 	ACKNOWLEDGED AND ACCEPTED BY:
	 	 	 
	 	QUEST RESOURCE HOLDING CORPORATION
	 	 	 
	 	By: 	                  
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	QUEST RESOURCE MANAGEMENT GROUP, LLC
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	QUEST SUSTAINABILITY SERVICES, INC.
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	LANDFILL DIVERSION INNOVATIONS, L.L.C.
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	YOUCHANGE, INC.
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	QUEST VERTIGENT CORPORATION
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	QUEST VERTIGENT ONE, LLC
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	GLOBAL ALERTS, LLC
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 



 


 


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