Exhibit 10.86


 


EXECUTION VERSION


 


CASH FLOW INTERCREDITOR AGREEMENT



by and between



WILMINGTON TRUST, NATIONAL ASSOCIATION,



as Cash Flow Agent



and



ALTER DOMUS (US) LLC,


 


as Initial Junior Priority Agent


 


dated as of April 22, 2021


 






     


     


    

 


TABLE OF CONTENTS


Page




	ARTICLE I

 DEFINITIONS
	Section 1.1   UCC Definitions	2
	Section 1.2   Other Definitions	2
	Section 1.3   Rules of Construction	22
	ARTICLE II 

LIEN PRIORITY
	Section 2.1   Agreement to Subordinate	23
	Section 2.2   Waiver of Right to Contest Liens	27
	Section 2.3   Remedies Standstill	28
	Section 2.4   Exercise of Rights	29
	Section 2.5   [RESERVED]	29
	Section 2.6   Waiver of Marshalling	29
	ARTICLE III 

ACTIONS OF THE PARTIES
	Section 3.1   Certain Actions Permitted	30
	Section 3.2   Agent for Perfection	30
	Section 3.3   Sharing of Information and Access	30
	Section 3.4   Insurance	30
	Section 3.5   No Additional Rights for the Credit Parties Hereunder	31
	Section 3.6   Actions upon Breach	31
	Section 3.7   Purchase Rights	31
	ARTICLE IV 

APPLICATION OF PROCEEDS
	Section 4.1   Application of Proceeds	33
	Section 4.2   Specific Performance	36
	ARTICLE V 

INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS
	Section 5.1   Notice of Acceptance and Other Waivers	36
	Section 5.2   Modifications to Senior Priority Documents and Junior Priority Documents	37
	Section 5.3   Reinstatement and Continuation of Agreement	41



 






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	ARTICLE VI 

INSOLVENCY PROCEEDINGS
	Section 6.1   DIP Financing	41
	Section 6.2   Relief from Stay	42
	Section 6.3   No Contest	43
	Section 6.4   Asset Sales; Plan of Reorganization	43
	Section 6.5   Separate Grants of Security and Separate Classification	44
	Section 6.6   Enforceability	44
	Section 6.7   Senior Priority Obligations Unconditional	44
	Section 6.8   Junior Priority Obligations Unconditional	45
	Section 6.9   Adequate Protection	46
	ARTICLE VII 

MISCELLANEOUS
	Section 7.1   Rights of Subrogation	46
	Section 7.2   Further Assurances	46
	Section 7.3   Representations	47
	Section 7.4   Amendments	47
	Section 7.5   Addresses for Notices	47
	Section 7.6   No Waiver, Remedies	48
	Section 7.7   Continuing Agreement; Transfer of Secured Obligations	48
	Section 7.8   Governing Law; Entire Agreement	49
	Section 7.9   Counterparts	49
	Section 7.10   No Third-Party Beneficiaries	49
	Section 7.11   Designation of Additional Indebtedness; Joinder of Additional Agents	49
	Section 7.12   Senior Priority Representative; Notice of Senior Priority Representative Change	50
	Section 7.13   Cash Flow Collateral Representative	51
	Section 7.14   Provisions Solely to Define Relative Rights	51
	Section 7.15   Headings	51
	Section 7.16   Severability	51
	Section 7.17   Attorneys’ Fee.	51
	Section 7.18   VENUE; JURY TRIAL WAIVER	51
	Section 7.19   Intercreditor Agreement	52
	Section 7.20   No Warranties or Liability	52
	Section 7.21   Conflicts	53
	Section 7.22   Information Concerning Financial Condition of the Credit Parties	53
	Section 7.23   Excluded
Assets	53


 


EXHIBITS:


 


	Exhibit A	Additional Indebtedness Designation
	 	 
	Exhibit B	Additional Indebtedness Joinder
	 	 
	Exhibit C	Joinder of Cash Flow Credit Agreement or Initial Junior Priority Credit Facility







 






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CASH FLOW INTERCREDITOR AGREEMENT


 


This CASH FLOW INTERCREDITOR AGREEMENT (as amended,
restated, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”)
is entered into as of April 22, 2021, by and between WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together
with its successors and assigns in such capacity, and as further defined herein, the “Cash Flow Agent”) for the Cash
Flow Secured Parties referred to below, and ALTER DOMUS (US) LLC, in its capacity as collateral agent (together with its successors and
assigns in such capacity, from time to time, and as further defined herein, the “Initial Junior Priority Agent”) for
the Initial Junior Priority Secured Parties referred to below. Capitalized terms defined in Article I hereof are used in this Agreement
as so defined.


 


RECITALS


 


A.       Pursuant
to the Original Cash Flow Indenture, the Cash Flow Borrower has issued Cash Flow Priority Obligations in the form of the Notes.


 


B.       Pursuant
to the Cash Flow Guarantees, the Cash Flow Guarantors have agreed to unconditionally guarantee jointly and severally the payment and performance
of the Cash Flow Borrower’s obligations under the Cash Flow Documents.


 


C.       Pursuant
to the Original Initial Junior Priority Credit Facility, the Initial Junior Priority Creditors have agreed to make certain extensions
of credit to or for the benefit of the Initial Junior Priority Borrower.


 


D.       Pursuant
to the Initial Junior Priority Guarantees, the Initial Junior Priority Guarantors have agreed to guarantee the payment and performance
of the Initial Junior Priority Borrower’s obligations under the Initial Junior Priority Documents.


 


E.       Each
of the Cash Flow Agent (on behalf of the Cash Flow Secured Parties) and the Initial Junior Priority Agent (on behalf of the Initial Junior
Priority Secured Parties) is or concurrently herewith will become party to the Base Intercreditor Agreement.


 


F.       Pursuant
to the Base Intercreditor Agreement and this Agreement, the Company may, from time to time, designate certain additional Indebtedness
of any Credit Party as “Additional Indebtedness” (i) by executing and delivering an “Additional Term Indebtedness
Designation” under the Base Intercreditor Agreement, by designating such additional Indebtedness as “Additional Term Indebtedness”
thereunder, and by complying with the procedures set forth in Section 7.11 thereof, and (ii) by executing and delivering an
Additional Indebtedness Designation hereunder and by complying with the procedures set forth in Section 7.11 hereof, and the holders
of such Additional Indebtedness and any other applicable Additional Credit Facility Secured Party shall thereafter constitute Senior Priority
Creditors or Junior Priority Creditors (as so designated by the Company), as the case may be, and any Additional Agent therefor shall
thereafter constitute a Senior Priority Agent or Junior Priority Agent (as so designated by the Company), as the case may be, for all
purposes under this Agreement.


 


G.       Each
of the Cash Flow Agent (on behalf of the Cash Flow Secured Parties) and the Initial Junior Priority Agent (on behalf of the Initial
Junior Priority Secured Parties) and, by their acknowledgment hereof, the Cash Flow Credit Parties and the Initial Junior Credit
Parties, desire to agree to the relative priority of Liens on the Collateral and certain other rights, priorities and interests as
provided herein.


 






     


     


    

 


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


 


ARTICLE I



DEFINITIONS


 


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


 


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


 


“ABL Agent” shall have the meaning
assigned thereto in the Base Intercreditor Agreement.


 


“ABL Credit Agreement Lenders”
shall have the meaning assigned thereto in the Base Intercreditor Agreement.


 


“ABL Priority Collateral” shall
have the meaning assigned thereto in the Base Intercreditor Agreement.


 


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


 


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


 





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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Additional Guarantor” shall
mean any Additional Credit Party that at any time has provided an Additional Guarantee.


 


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


 


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


 


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


 


(a)       prior
to the Discharge of Cash Flow Obligations, Section 3.5 of the Original Cash Flow Indenture (if the Original Cash Flow Indenture is
then in effect) or the corresponding negative covenant restricting Liens contained in any other Cash Flow Credit Agreement then in
effect if the Original Cash Flow Indenture is not then in effect (which covenant is designated in such Cash Flow Credit Agreement as
applicable for purposes of this definition);


 






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(b)       prior
to the Discharge of Initial Junior Priority Obligations, Section 6.2 of the Original Initial Junior Priority Credit Facility (if the Original
Initial Junior Priority Credit Facility is then in effect) or the corresponding negative covenant restricting Liens contained in any other
Initial Junior Priority Credit Facility then in effect (which covenant is designated in such Initial Junior Priority Credit Facility as
applicable for purposes of this definition); and


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(a)       prior
to the Discharge of Cash Flow Obligations, Section 3.3 of the Original Cash Flow Indenture (if the Original Cash Flow Indenture is
then in effect) or the corresponding negative covenant restricting Indebtedness contained in any other Cash Flow Credit Agreement then
in effect if the Original Cash Flow Indenture is not then in effect (which covenant is designated in such Cash Flow Credit Agreement as
applicable for purposes of this definition);


 


(b)       prior
to the Discharge of Initial Junior Priority Obligations, Section 6.1 of the Original Initial Junior Priority Credit Facility (if
the Original Initial Junior Priority Credit Facility is then in effect) or the corresponding negative covenant restricting Indebtedness
contained in any other Initial Junior Priority Credit Facility then in effect (which covenant is designated in such Initial Junior Priority
Credit Facility as applicable for purposes of this definition); and


 


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


 


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


 


“Affiliate” shall mean, with
respect to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” of a Person shall mean the power, directly or indirectly, either
to (a) vote 20% or more of the securities having ordinary voting power for the election of directors of such Person or (b)
direct or cause the direction of the management and policies of such Person, whether by contract or otherwise. Notwithstanding the foregoing,
no Initial Junior Priority Secured Party under the Original Initial Junior Priority Credit Facility shall be deemed an Affiliate of the
Initial Junior Priority Borrower or any of its subsidiaries.


 


“Agent” shall mean any Senior
Priority Agent or Junior Priority Agent.


 






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“Agreement” shall have the meaning
assigned thereto in the Preamble hereto.


 


“Bank
Products Affiliate” shall mean any Cash Flow Bank Products Affiliate, any Initial Junior Priority Bank Products Affiliate
or any Additional Bank Products Affiliate, as applicable.


 


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


 


“Bank
Products Provider” shall mean any Cash Flow Bank Products Provider, any Initial Junior Priority Bank Products Provider
or any Additional Bank Products Provider, as applicable.


 


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


 


“Bankruptcy Law” shall have
the meaning assigned thereto in the Base Intercreditor Agreement.


 


“Base Intercreditor Agreement”
shall mean the Intercreditor Agreement, dated as of December 7, 2020 (as amended by the Term Loan Credit Agreement Joinder and the
Additional Term Credit Facility Joinder, each dated as of the date hereof), by and among Wells Fargo Bank, National Association, as ABL
agent, Wilmington Trust, National Association, as term loan agent thereunder (pursuant to the Term Loan Credit Agreement Joinder entered
into substantially concurrently with this Agreement), Alter Domus (US) LLC, as an additional term agent (pursuant to the Additional Term
Credit Facility Joinder entered into substantially concurrently with this Agreement), and any additional agents party thereto from time
to time, as the same may be amended, supplemented, waived or otherwise modified from time to time.


 


“Borrower” shall mean any of
the Cash Flow Borrower, any Initial Junior Priority Borrower and any Additional Borrower.


 


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


 


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


 


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


 






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


 


“Cash Flow Agent” shall mean
Wilmington Trust, National Association, in its capacity as collateral agent under the Original Cash Flow Indenture, together with its
successors and assigns in such capacity from time to time, whether under the Original Cash Flow Indenture or any subsequent Cash Flow
Credit Agreement, as well as any Person designated as the “Agent” or “Collateral Agent” under any Cash Flow Credit
Agreement.


 


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


 


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


 






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“Cash Flow Borrower” shall mean
the Company, in its capacity as issuer or borrower under the Cash Flow Credit Agreement, together with its successors and assigns.


 


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


 


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


 


“Cash Flow Credit Agreement Lenders”
shall mean the noteholders, the lenders, holders of Indebtedness (or commitments therefor) and other creditors party from time to time
to the Cash Flow Credit Agreement, together with their successors, assigns and transferees, as well as any Person designated as a “Cash
Flow Credit Agreement Lender” under any Cash Flow Credit Agreement.


 


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


 


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


 






    -9-


     


    

 


“Cash Flow Guarantees”
shall mean the guarantees by the Cash Flow Guarantors pursuant to the Original Cash Flow Indenture, and all other guarantees of any Cash
Flow Obligations of any Cash Flow Credit Party by any other Cash Flow Credit Party in favor of any Cash Flow Secured Party, in each case
as amended, restated, supplemented, waived or otherwise modified from time to time.


 


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


 


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


 


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


 


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


 


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


 






    -10-


     


    

 


“Collateral” shall mean all
Property now owned or hereafter acquired by any Credit Party in or upon which a Lien is granted or purported to be granted to any Agent
under any of the Cash Flow Collateral Documents, the Initial Junior Priority Collateral Documents or the Additional Collateral Documents,
together with all rents, issues, profits, products, and Proceeds thereof to the extent a Lien is granted or purported to be granted therein
to the applicable Agent by such applicable documents.


 


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


 


“Conforming Plan of Reorganization”
shall mean any Plan of Reorganization whose provisions are consistent with the provisions of this Agreement and the Base Intercreditor
Agreement.


 


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


 


“Credit Documents” shall mean
the Cash Flow Documents, the Initial Junior Priority Documents and any Additional Documents.


 


“Credit Facility” shall mean
the Cash Flow Credit Agreement, the Initial Junior Lien Credit Facility or any Additional Credit Facility, as applicable.


 


“Credit Parties” shall mean
the Cash Flow Credit Parties, the Initial Junior Priority Credit Parties and any Additional Credit Parties.


 


“Creditor” shall mean any Senior
Priority Creditor or Junior Priority Creditor.


 


“Designated Agent” shall mean
any Additional Agent, any Cash Flow Agent under any Cash Flow Credit Agreement other than the Original Cash Flow Indenture, or any Initial
Junior Priority Agent, in each case as the Company designates as a Designated Agent (as confirmed in writing by such Party if such designation
is made after the execution of this Agreement by such Party (in the case of the Initial Junior Priority Agent) or the joinder of such
Party to this Agreement), in each case as and to the extent so designated. Such designation may be for all purposes of this Agreement,
or may be for one or more specified purposes hereunder or provisions hereof.


 


“Designated Senior Priority Obligations”
shall mean Senior Priority Obligations where the agent is a Designated Agent under this Agreement.


 


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


 


“Discharge of Additional Obligations”
shall mean, if any Indebtedness shall at any time have been incurred under any Additional Credit Facility, with respect to each Additional
Credit Facility: (a) the payment in full in cash of the applicable Additional Obligations that are outstanding and unpaid at the
time all Additional Indebtedness under such Additional Credit Facility is paid in full in cash, (i) including (if applicable),
with respect to amounts available to be drawn under outstanding letters of credit issued thereunder at such time (or indemnities or other
undertakings issued pursuant thereto in respect of outstanding letters of credit at such time), delivery or provision of cash or backstop
letters of credit in respect thereof in compliance with the terms of any such Additional Credit Facility (which shall not exceed an amount
equal to 105% of the aggregate undrawn amount of such letters of credit) but (ii) excluding unasserted contingent indemnification
or other obligations under the applicable Additional Credit Facility at such time; and (b) the termination of all then outstanding
commitments to extend credit under the applicable Additional Documents at such time.


 






    -11-


     


    

 


“Discharge of Cash Flow Obligations”
shall mean (a) the payment in full in cash of the applicable Cash Flow Obligations that are outstanding and unpaid at the time
all Indebtedness under the applicable Cash Flow Credit Agreement is paid in full in cash, (i) including (if applicable), with respect
to amounts available to be drawn under outstanding letters of credit issued thereunder at such time (or indemnities or other undertakings
issued pursuant thereto in respect of outstanding letters of credit at such time), delivery or provision of cash or backstop letters of
credit in respect thereof in compliance with the terms of any such Cash Flow Credit Agreement (which shall not exceed an amount equal
to 105% of the aggregate undrawn amount of such letters of credit), but (ii) excluding unasserted contingent indemnification or
other obligations under the applicable Cash Flow Credit Agreement at such time, and (b) the termination of all then outstanding
commitments to extend credit under the Cash Flow Documents at such time.


 


“Discharge of Initial Junior Priority
Obligations” shall mean, if any Indebtedness shall at any time have been incurred under any Initial Junior Priority Credit Facility,
with respect to each Junior Priority Credit Facility, (a) the payment in full in cash of the applicable Initial Junior Priority
Obligations that are outstanding and unpaid at the time all Indebtedness under the applicable Initial Junior Priority Credit Facility
is paid in full in cash, (i) including (if applicable), with respect to amounts available to be drawn under outstanding letters
of credit issued thereunder at such time (or indemnities or other undertakings issued pursuant thereto in respect of outstanding letters
of credit at such time), delivery or provision of cash or backstop letters of credit in respect thereof in compliance with the terms of
any such Initial Junior Priority Credit Facility (which shall not exceed an amount equal to 105% of the aggregate undrawn amount of such
letters of credit) but (ii) excluding unasserted contingent indemnification or other obligations under the applicable Initial Junior
Priority Credit Facility at such time, and (b) the termination of all then outstanding commitments to extend credit under the Initial
Junior Priority Documents at such time.


 


“Discharge of Junior Priority Obligations”
shall mean the occurrence of all of the Discharge of Initial Junior Priority Obligations and the Discharge of Additional Obligations in
respect of Junior Priority Debt.


 


“Discharge of Senior Priority Obligations”
shall mean the occurrence of all of the Discharge of Cash Flow Obligations and the Discharge of Additional Obligations in respect of Senior
Priority Debt.


 


“Dollars” and the sign “$”
mean the lawful money of the United States of America.


 


“Event of Default” shall mean
an Event of Default under any Cash Flow Credit Agreement, any Initial Junior Priority Credit Facility or any Additional Credit Facility.


 






    -12-


     


    

 


“Excess Senior Priority Obligations”
shall mean that portion of the amount of Senior Priority Obligations that exceeds the Maximum Senior Priority Obligations Amount.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided that (i) filing a proof
of claim or statement of interest in any Insolvency Proceeding, (ii) the acceleration of the Senior Priority Obligations, (iii)
the imposition of a default rate or late fee, (iv) the cessation of lending pursuant to the provisions of the Senior Priority Documents,
(v) the consent by any Senior Priority Agent to disposition by any Grantor of any of the Collateral or the consent by the Senior
Priority Representative to disposition by any Grantor of any of the Collateral or (vi) seeking adequate protection shall, in each
case, not be deemed to be an Exercise of Secured Creditor Remedies.


 


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


 






    -13-


     


    

 


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


 


“Grantor” shall mean any Grantor
as defined in the Cash Flow Collateral Documents, in the Junior Priority Collateral Documents or in the Additional Collateral Documents,
as the context requires.


 


“Guarantor” shall mean any of
the Cash Flow Guarantors, the Initial Junior Priority Guarantors and any Additional Guarantors.


 


“Hedging
Affiliate” shall mean any Cash Flow Hedging Affiliate, any Initial Junior Priority Hedging Affiliate or any Additional
Hedging Affiliate, as applicable.


 


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


 


“Hedging
Provider” shall mean any Cash Flow Hedging Provider, any Initial Junior Priority Hedging Provider or any Additional Hedging
Provider, as applicable.


 


“Impairment” shall mean (a)
with respect to the Senior Priority Obligations, have the meaning set forth in Section 2.1(i), and (b) with respect to the
Junior Priority Obligations, have the meaning set forth in Section 2.1(j).


 


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


 


“Initial Junior
Priority Agent” shall mean Alter Domus (US) LLC in its capacity as collateral agent under the Original Initial Junior
Priority Credit Facility, together with its successors and assigns in such capacity from time to time, whether under the Original
Initial Junior Priority Credit Facility or any subsequent Initial Junior Priority Credit Facility, as well as any Person designated
as the “Agent” or “Collateral Agent” under any Initial Junior Priority Credit Facility.


 






    -14-


     


    

 


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


 


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


 


“Initial Junior Priority Borrower”
shall mean the Company in its capacity as borrower under the Initial Junior Priority Credit Facility, together with its successors and
assigns.


 


“Initial Junior Priority Collateral Documents”
shall mean (a) if the Original Initial Junior Priority Credit Facility is then in effect, all “Collateral Documents”
as defined in the Original Initial Junior Priority Credit Facility, and (b) thereafter, all other security agreements, mortgages,
deeds of trust, pledges and other collateral documents executed and delivered in connection with any Initial Junior Priority Credit Facility,
and any other agreement, document or instrument pursuant to which a Lien is granted securing any Initial Junior Priority Obligations or
under which rights or remedies with respect to such Liens are governed, in each case as the same may be amended, restated, supplemented,
waived or otherwise modified from time to time.


 


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


 






    -15-


     


    

 


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


 


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


 


“Initial Junior Priority Creditors”
shall mean all Initial Junior Priority Credit Facility Lenders, all Initial Junior Priority Bank Products Affiliates, all Initial Junior
Priority Hedging Affiliates, all Initial Junior Priority Bank Products Providers and all Initial Junior Priority Hedging Providers, and
all successors, assigns, transferees and replacements thereof, as well as any Person designated as an “Initial Junior Priority Creditor”
under any Initial Junior Priority Credit Facility.


 


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


 


“Initial Junior Priority Guarantees”
shall mean (a) if the Original Initial Junior Priority Credit Facility is then in effect, the guarantees of the Initial Junior
Priority Guarantors pursuant to the Original Initial Junior Priority Credit Facility, and (b) thereafter, all other guarantees
of any Initial Junior Priority Obligations of any Initial Junior Priority Credit Party in favor of any Initial Junior Priority Secured
Party, in each case as the same may be amended, restated, supplemented, waived or otherwise modified from time to time.


 


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


 


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


 






    -16-


     


    

 


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


 


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


 


“Initial Junior Priority Secured Parties”
shall mean the Initial Junior Priority Agent and the Initial Junior Priority Creditors.


 


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


 


“Junior Priority Agent” shall
mean any of the Initial Junior Priority Agent and any Additional Agent under any Junior Priority Documents.


 


“Junior Priority Collateral Documents”
shall mean the Initial Junior Priority Collateral Documents and any Additional Collateral Documents in respect of any Junior Priority
Obligations.


 






    -17-


     


    

 


“Junior Priority Credit Facility”
shall mean the Initial Junior Priority Credit Facility and any Additional Credit Facility in respect of any Junior Priority Obligations.


 


“Junior Priority Creditors”
shall mean the Initial Junior Priority Creditors and any Additional Credit Facility Secured Party in respect of any Junior Priority Obligations.


 


“Junior Priority Debt” shall
mean:


 


(1)       all
Initial Junior Priority Obligations; and


 


(2)       any
Additional Obligations of any Credit Party so long as on or before the date on which the relevant Additional Indebtedness is incurred,
such Indebtedness is designated by the Company as “Junior Priority Debt” in the relevant Additional Indebtedness Designation
delivered pursuant to Section 7.11(a)(iii).


 


“Junior Priority Documents”
shall mean the Initial Junior Priority Documents and any Additional Documents in respect of any Junior Priority Obligations.


 


“Junior Priority Lien” shall
mean a Lien granted or purported to be granted (a) pursuant to an Initial Junior Priority Collateral Document to the Initial Junior Priority
Agent or (b) pursuant to an Additional Collateral Document to any Additional Agent for the purpose of securing Junior Priority Obligations.


 


“Junior Priority Obligations”
shall mean the Initial Junior Priority Obligations and any Additional Obligations constituting Junior Priority Debt.


 


“Junior Priority Representative”
shall mean the Junior Priority Agent designated by the Junior Priority Agents to act on behalf of the Junior Priority Agents hereunder,
acting in such capacity. The Junior Priority Representative shall initially be the Initial Junior Priority Agent under the Original Initial
Junior Priority Credit Facility while the Original Initial Junior Priority Credit Facility is in effect; if the Original Initial Junior
Priority Credit Facility is not in effect, the Junior Priority Representative shall be the Initial Junior Priority Agent under the relevant
subsequent Initial Junior Priority Documents acting for the Junior Priority Secured Parties, unless the exposure of the corresponding
Junior Priority Secured Parties under any other Additional Documents in respect of other Junior Priority Obligations exceeds the exposure
of the relevant Junior Priority Secured Parties under such subsequent Initial Junior Priority Documents, and in such case, the Junior
Priority Agent under the Junior Priority Documents under which the relevant Junior Priority Secured Parties have the greatest exposure
(unless otherwise agreed in writing among the Junior Priority Agents).


 


“Junior Priority Secured Parties”
shall mean, at any time, all of the Junior Priority Agents and all of the Junior Priority Creditors.


 


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


 






    -18-


     


    

 


“Lien Priority” shall mean,
with respect to any Lien of the Cash Flow Agent, the Cash Flow Secured Parties, the Initial Junior Priority Agent, the Initial Junior
Priority Creditors, any Additional Agent or any Additional Credit Facility Secured Party in the Collateral, the order of priority of such
Lien as specified in Section 2.1.


 


“Maximum Senior Priority Obligations Amount”
shall mean the sum of the following:


 


(a)       an
aggregate principal amount, not to exceed (x) $350.0 million minus (y) the aggregate principal amount of
any permanent prepayments of the Senior Priority Obligations made in cash and not with the proceeds of permitted refinancings of the Senior
Priority Obligations; plus


 


(b)       all
accrued and unpaid interest, premiums (including tender premiums and prepayment premiums), underwriting discounts, commissions, fees and
expenses (including original issue discount, upfront fees or initial yield payments), attorneys’ fees, costs, expenses and indemnities
in respect of Senior Priority Obligations (including any such amounts in respect of permitted refinancings of the Senior Priority Obligations
in respect of the Original Cash Flow Indenture); plus


 


(c)       Senior
Priority Obligations owing to Bank Products Affiliates, Hedging Affiliates, Bank Products Providers or Hedging Providers in an amount
not to exceed $500,000 at any time outstanding.


 


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


 


“Notes” shall mean the 7.750%
senior secured notes due 2026 of the Company issued pursuant to the Original Cash Flow Indenture.


 


“Original Cash Flow Indenture”
shall mean that certain Indenture, dated as of April 22, 2021, by and among the Cash Flow Borrower, Wilmington Trust, National Association,
as trustee and collateral agent, including any amendment, supplement, restatement, waiver or other modification in effect from time to
time, pursuant to which the Notes were issued.


 


“Original Initial Junior Priority Credit
Facility” shall mean that certain Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021, by and among the
Company, the lenders party thereto and Alter Domus (US) LLC as administrative agent and collateral agent, including any amendment, supplement
restatement, waiver or other modification in effect from time to time.


 


“Original Initial Junior Priority Lenders”
shall mean Deerfield Partners, L.P., Deerfield Private Design Fund III, L.P. and BPC Lending II LLC, in each case together with their
respective controlled Affiliates.


 


“Party” shall mean any of the
Cash Flow Agent, the Initial Junior Priority Agent or any Additional Agent, and “Parties” shall mean all of the Cash
Flow Agent, the Initial Junior Priority Agent and any Additional Agent.


 






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


 


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


 


“Pledged Securities”
shall mean the “Pledged Collateral” as defined in the in the Cash Flow Collateral Documents, in the Initial Junior Priority
Collateral Documents or in any Additional Collateral Documents, as the context requires.


 


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


 


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


 


“Purchase Date” shall have the
meaning set forth in Section 3.7(a).


 


“Purchase Notice” shall have
the meaning set forth in Section 3.7(a).


 


“Purchase Option Event” shall
have the meaning set forth in Section 3.7(a).


 


“Purchasing Creditors” shall
have the meaning set forth in Section 3.7(a).


 


“Replacement Agent” shall have
the meaning set forth in Section 3.7(d).


 


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


 


“Secured Parties” shall mean
the Senior Priority Secured Parties and the Junior Priority Secured Parties.


 


“Senior Priority Agent” shall
mean any of the Cash Flow Agent or any Additional Agent under any Senior Priority Documents.


 


“Senior Priority Credit Facility”
shall mean the Cash Flow Credit Agreement and any Additional Credit Facility in respect of any Senior Priority Obligations.


 


“Senior Priority Creditors”
shall mean the Cash Flow Secured Parties and any Additional Credit Facility Secured Party in respect of any Senior Priority Obligations.


 






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“Senior Priority Debt” shall
mean:


 


(1)       all
Cash Flow Obligations; and


 


(2)       any
Additional Obligations of any Credit Party so long as on or before the date on which the relevant Additional Indebtedness is incurred,
such Indebtedness is designated by the Company as “Senior Priority Debt” in the relevant Additional Indebtedness Designation
delivered pursuant to Section 7.11(a)(iii).


 


“Senior Priority Documents”
shall mean the Cash Flow Documents and any Additional Documents in respect of any Senior Priority Obligations.


 


“Senior Priority Lien” shall
mean a Lien granted (a) by a Cash Flow Collateral Document to the Cash Flow Agent or (b) by an Additional Collateral Document to any Additional
Agent for the purpose of securing Senior Priority Obligations.


 


“Senior Priority Obligations”
shall mean the Cash Flow Obligations and any Additional Obligations constituting Senior Priority Debt.


 


“Senior Priority Recovery” shall
have the meaning set forth in Section 5.3.


 


“Senior Priority Representative”
shall mean the Senior Priority Agent designated by the Senior Priority Agents to act on behalf of the Senior Priority Agents under this
Agreement, acting in such capacity; provided that, at any time the Base Intercreditor Agreement is in effect, the Senior Priority
Representative shall be the “Term Loan Collateral Representative” as defined under the Base Intercreditor Agreement. If the
Base Intercreditor Agreement is no longer in effect, the Senior Priority Representative shall initially be the Cash Flow Agent under the
Original Cash Flow Indenture while the Original Cash Flow Indenture is in effect; if the Original Cash Flow Indenture is not in effect,
the Senior Priority Representative shall be (1) the Senior Priority Agent under the relevant subsequent Cash Flow Credit Agreement
acting for the Senior Priority Secured Parties, if any, or (2) if there is no subsequent Cash Flow Credit Agreement, or if the
principal amount of the Cash Flow Obligations owed to the corresponding Senior Priority Secured Parties under any other Additional Documents
in respect of other Senior Priority Obligations exceeds the principal amount of Cash Flow Obligations owed to the relevant Senior Priority
Secured Parties under such subsequent Cash Flow Credit Agreement, the Senior Priority Agent under the Senior Priority Documents under
which the relevant Senior Priority Secured Parties are owed the greatest principal amount of Cash Flow Obligations (unless otherwise agreed
in writing among the Senior Priority Agents).


 


“Senior Priority Secured Parties”
shall mean, at any time, all of the Senior Priority Agents and all of the Senior Priority Creditors.


 


“Series of Junior Priority Debt”
shall mean, severally, (a) the Indebtedness outstanding under the Initial Junior Priority Credit Facility and (b) the Indebtedness
outstanding under any Additional Credit Facility in respect of or constituting Junior Priority Debt.


 


“Series of Senior Priority Debt”
shall mean, severally, (a) the Indebtedness outstanding under the Cash Flow Credit Agreement and (b) the Indebtedness outstanding
under any Additional Credit Facility in respect of or constituting Senior Priority Debt.


 






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“Standstill Period” shall have
the meaning set forth in Section 2.3(a).


 


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


 


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


 


“United States” shall mean the
United States of America.


 


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


 






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ARTICLE II


 


LIEN PRIORITY


 


Section 2.1         
Agreement to Subordinate.


 


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


 


(i)                       
any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Junior Priority Agent
or any Junior Priority Creditor that secures all or any portion of the Junior Priority Obligations shall be junior and subordinate in
all respects to all Liens granted to any of the Senior Priority Agents and the Senior Priority Creditors in the Collateral to secure all
or any portion of the Senior Priority Obligations;


 


(ii)                       
any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Senior Priority Agent
or any Senior Priority Creditor that secures all or any portion of the Senior Priority Obligations shall be senior and prior in all respects
to all Liens granted to any of the Junior Priority Agents and the Junior Priority Creditors in the Collateral to secure all or any portion
of the Junior Priority Obligations;


 


(iii)                      except
as otherwise provided in the Base Intercreditor Agreement, any Lien in respect of all or any portion of the Collateral now or hereafter
held by or on behalf of any Senior Priority Agent or any Senior Priority Creditor that secures all or any portion of the Senior Priority
Obligations shall be pari passu and equal in priority in all respects with any Lien in respect of all or any portion of the Collateral
now or hereafter held by or on behalf of any other Senior Priority Agent or any other Senior Priority Creditor that secures all or any
portion of the Senior Priority Obligations; and


 


(iv)                        except
as otherwise provided in the Base Intercreditor Agreement, and except as may be separately otherwise agreed in writing by and
between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties
represented thereby, any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Junior
Priority Agent or any Junior Priority Creditor that secures all or any portion of the Junior Priority Obligations shall be pari
passu and equal in priority in all respects with any Lien in respect of all or any portion of the Collateral now or hereafter held
by or on behalf of any other Junior Priority Agent or any other Junior Priority Creditor that secures all or any portion of the
Junior Priority Obligations;


 


provided that, until the first date on which the Original Initial
Junior Priority Lenders have ceased to be Junior Priority Creditors, solely for purposes of this Section 2.1(a) “Senior Priority
Obligations” shall not include any Excess Senior Priority Obligations.


 






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(b)               
Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or
deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to any Senior Priority Agent or any Senior Priority
Creditors in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute,
operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or instrument for
perfecting the Liens in favor of any other Senior Priority Agent or any other Senior Priority Creditors in any Collateral, (iii)
any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any Senior Priority Documents, (iv)
whether any Senior Priority Agent, in each case either directly or through agents, holds possession of, or has control over, all or any
part of the Collateral, (v) the fact that any such Liens in favor of any Senior Priority Agent or any Senior Priority Creditors
securing any of the Senior Priority Obligations are (x) subordinated to any Lien securing any other obligation of any Credit Party
or (y) otherwise subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature
whatsoever, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees
that, except as otherwise provided in the Base Intercreditor Agreement or as may be separately otherwise agreed in writing by and between
or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby,
any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any Senior Priority Agent or any
Senior Priority Creditor that secures all or any portion of the Senior Priority Obligations shall be pari passu and equal in priority
in all respects with any Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any other Senior
Priority Agent or any other Senior Priority Creditor that secures all or any portion of the Senior Priority Obligations.


 


(c)                Notwithstanding
(i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or
alleged defect or deficiency in any of the foregoing) of any Liens granted to any Junior Priority Agent or any Junior Priority
Creditors in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant,
statute, operation of law, subrogation or otherwise), (ii) the order or time of filing or recordation of any document or
instrument for perfecting the Liens in favor of any other Junior Priority Agent or any other Junior Priority Creditors in any
Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of any
Junior Priority Documents, (iv) whether any Junior Priority Agent, in each case either directly or through agents, holds
possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of any
Junior Priority Agent or any Junior Priority Creditors securing any of the Junior Priority Obligations are (x) subordinated
to any Lien securing any other obligation of any Credit Party or (y) otherwise subordinated, voided, avoided, invalidated or
lapsed or (vi) any other circumstance of any kind or nature whatsoever, each Junior Priority Agent, for and on behalf of
itself and the Junior Priority Creditors represented thereby, hereby agrees that, except as otherwise provided in the Base
Intercreditor Agreement or as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority
Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby, any Lien in respect of all or any
portion of the Collateral now or hereafter held by or on behalf of any Junior Priority Agent or any Junior Priority Creditor that
secures all or any portion of the Junior Priority Obligations shall be pari passu and equal in priority in all respects with any
Lien in respect of all or any portion of the Collateral now or hereafter held by or on behalf of any other Junior Priority Agent or
any other Junior Priority Creditor that secures all or any portion of the Junior Priority Obligations.


 


(d)               
Notwithstanding any failure by any Senior Priority Secured Party to perfect its security interests in the Collateral or any avoidance,
invalidation, priming or subordination by any third party or court of competent jurisdiction (including in any Insolvency Proceeding)
of the security interests in the Collateral granted to any of the Senior Priority Secured Parties, the priority and rights as (x)
between the respective classes of Senior Priority Secured Parties, and (y) between the Senior Priority Secured Parties, on the
one hand, and the Junior Priority Secured Parties, on the other hand, with respect to the Collateral shall be as set forth herein. Notwithstanding
any failure by any Junior Priority Secured Party to perfect its security interests in the Collateral or any avoidance, invalidation, priming
or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to any of the
Junior Priority Secured Parties, the priority and rights as between the respective classes of Junior Priority Secured Parties with respect
to the Collateral shall be as set forth herein. Lien priority as among the Senior Priority Obligations and the Junior Priority Obligations
with respect to any Collateral will be governed solely by this Agreement, except as may be separately otherwise agreed in writing by or
among any applicable Parties to the extent permitted pursuant to this Agreement and the Base Intercreditor Agreement (as applicable).


 






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(e)               
The Cash Flow Agent, for and on behalf of itself and the Cash Flow Secured Parties, acknowledges and agrees that (x) concurrently
herewith, the Initial Junior Priority Agent, for the benefit of itself and the Initial Junior Priority Secured Parties, has been granted
Junior Priority Liens upon all of the Collateral in which the Cash Flow Agent has been granted Senior Priority Liens, and the Cash Flow
Agent hereby consents thereto, and (y) one or more Additional Agents, each on behalf of itself and any Additional Credit Facility
Secured Parties represented thereby, may be granted Senior Priority Liens or Junior Priority Liens upon all of the Collateral in which
the Cash Flow Agent has been granted Senior Priority Liens, and the Cash Flow Agent hereby consents thereto.


 


(f)                
The Initial Junior Priority Agent, for and on behalf of itself and the Initial Junior Priority Secured Parties, acknowledges and
agrees that (x) the Cash Flow Agent, for the benefit of itself and the Cash Flow Secured Parties, has been granted Senior Priority
Liens upon all of the Collateral in which the Initial Junior Priority Agent has been granted Junior Priority Liens, and the Initial Junior
Priority Agent hereby consents thereto, and (y) one or more Additional Agents, each on behalf of itself and any Additional Credit
Facility Secured Parties represented thereby, may be granted Senior Priority Liens or Junior Priority Liens upon all of the Collateral
in which the Initial Junior Priority Agent has been granted Junior Priority Liens, and the Initial Junior Priority Agent hereby consents
thereto.


 


(g)                Each
Additional Agent, for and on behalf of itself and any Additional Credit Facility Secured Parties represented thereby, acknowledges
and agrees that, (x) the Cash Flow Agent, for the benefit of itself and the Cash Flow Secured Parties, has been granted
Senior Priority Liens upon all of the Collateral in which such Additional Agent is being granted Liens, and such Additional Agent
hereby consents thereto, (y) concurrently herewith, the Initial Junior Priority Agent, for the benefit of itself and the
Initial Junior Priority Secured Parties, has been granted Junior Priority Liens upon all of the Collateral in which such Additional
Agent is being granted Liens, and such Additional Agent hereby consents thereto, and (z) one or more other Additional Agents,
each on behalf of itself and any Additional Credit Facility Secured Parties represented thereby, have been or may be granted Senior
Priority Liens or Junior Priority Liens upon all of the Collateral in which such Additional Agent is being granted Liens, and such
Additional Agent hereby consents thereto.


 


(h)               
Lien priority as among the Additional Obligations, the Cash Flow Obligations and the Initial Junior Priority Obligations with respect
to any Collateral will be governed solely by this Agreement and, as applicable, the Base Intercreditor Agreement, except as may be separately
otherwise agreed in writing by or among any applicable Parties to the extent permitted pursuant to this Agreement and the Base Intercreditor
Agreement (as applicable).


 


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


 






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


 


(k)               
The subordination of Liens by each Junior Priority Agent in favor of the Senior Priority Agents shall not be deemed to subordinate
the Liens of any Junior Priority Agent to the Liens of any other Person. The provision of pari passu and equal priority as between Liens
of any Senior Priority Agent and Liens of any other Senior Priority Agent, in each case as set forth herein, shall not be deemed to provide
that the Liens of the Senior Priority Agent will be pari passu or of equal priority with the Liens of any other Person, or to subordinate
any Liens of any Senior Priority Agent to the Liens of any Person. The provision of pari passu and equal priority as between Liens of
any Junior Priority Agent and Liens of any other Junior Priority Agent, in each case as set forth herein, shall not be deemed to provide
that the Liens of the Junior Priority Agent will be pari passu or of equal priority with the Liens of any other Person.


 


(l)                
So long as the Discharge of Senior Priority Obligations has not occurred, the parties hereto agree that in the event that any Borrower
shall, or shall permit any other Grantor to, grant or permit any additional Liens, or take any action to perfect any additional Liens,
on any asset or property to secure any Junior Priority Obligation and have not also granted a Lien on such asset or property to secure
the Senior Priority Obligations and taken all actions to perfect such Liens, then, without limiting any other rights and remedies available
to any Senior Priority Agent and/or the other Senior Priority Secured Parties, each Junior Priority Agent, for and on behalf of itself
and the Junior Lien Secured Parties for which it is a Junior Priority Agent, and each other Junior Priority Secured Party (by its acceptance
of the benefits of the Junior Priority Documents), agrees that any amounts received by or distributed to any of them pursuant to or as
a result of Liens granted in contravention of this Section 2.1(l) shall be subject to Section 4.1(d).


 






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Section 2.2         
Waiver of Right to Contest Liens.


 


(a)                Each
Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that it and they
shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in
contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the
validity, priority, enforceability, or perfection of the Liens of, or the allowability of any claims asserted by, any Senior
Priority Agent or any Senior Priority Creditor in respect of the Collateral, or the provisions of this Agreement. Except to the
extent expressly set forth in this Agreement, each Junior Priority Agent, for and on behalf of itself and the Junior Priority
Creditors represented thereby, agrees that no Junior Priority Agent or Junior Priority Creditor will take any action that would
interfere with any Exercise of Secured Creditor Remedies undertaken by any Senior Priority Agent or any Senior Priority Creditor
under the Senior Priority Documents with respect to the Collateral. Except to the extent expressly set forth in this Agreement, each
Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, hereby waives any and all
rights it or such Junior Priority Creditors may have as a junior lien creditor or otherwise to contest, protest, object to or
interfere with the manner in which any Senior Priority Agent or any Senior Priority Creditor seeks to enforce its Liens in any
Collateral.


 


(b)               
Except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each
case on behalf of itself and any Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf of itself
and the Junior Priority Creditors represented thereby, agrees that it and they shall not (and hereby waives any right to) take any action
to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in
any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of any other
Junior Priority Agent or any other Junior Priority Creditor in respect of the Collateral, or the provisions of this Agreement. Except
to the extent expressly set forth in this Agreement, or as may be separately otherwise agreed in writing by and between or among any applicable
Junior Priority Agents, each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby,
agrees that none of such Junior Priority Agent and Junior Priority Creditors will take any action that would interfere with any Exercise
of Secured Creditor Remedies undertaken by any Junior Priority Agent or any Junior Priority Creditor under the Junior Priority Documents
with respect to the Collateral. Except to the extent expressly set forth in this Agreement, or as may be separately otherwise agreed in
writing by and between or among any applicable Junior Priority Agents, each Junior Priority Agent, for and on behalf of itself and the
Junior Priority Creditors represented thereby, hereby waives any and all rights it or such Junior Priority Creditors may have as a junior
lien creditor or otherwise to contest, protest, object to or interfere with the manner in which any Junior Priority Agent or any Junior
Priority Creditor seeks to enforce its Liens in any Collateral so long as such other Junior Priority Agent or Junior Priority Creditor
is not prohibited from taking such action under this Agreement.


 


(c)               
The assertion of priority rights established under the terms of this Agreement or in any separate writing contemplated hereby between
any of the parties hereto shall not be considered a challenge to Lien priority of any Party prohibited by this Section 2.2.


 






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Section 2.3         
Remedies Standstill.


 


(a)               
Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that, until
the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors:


 


(i)             will
not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to
the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the Senior Priority
Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any Secured
Creditor Remedies the exercise of which is otherwise prohibited by this Agreement, including Article VI) after a period of 45
consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent
stating that an Event of Default (as defined under the applicable Junior Priority Credit Facility) has occurred and is continuing
thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Standstill Period”), and
then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the
payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no Senior
Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of
Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any
Insolvency Proceeding), and


 


(ii)           
will not knowingly take, receive or accept any Proceeds of the Collateral, it being understood and agreed that the temporary deposit
of Proceeds of Collateral in a Deposit Account controlled by the Junior Priority Representative shall not constitute a breach of this
Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative after of the Junior Priority Agent’s
actual knowledge of such deposit.


 


From and after the date on which the Discharge of Senior Priority Obligations
shall have occurred (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and
any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any
Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior
Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1.
Notwithstanding anything to the contrary contained herein, any Junior Priority Agent or any Junior Priority Secured Party may:


 


(1)       file
a claim or statement of interest with respect to the Junior Priority Obligations; provided that an Insolvency Proceeding has been
commenced by or against any Credit Party;


 


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


 


(3)       file
any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any
person objecting to or otherwise seeking the disallowance of the claims of the Junior Priority Secured Parties represented thereby or
of the same Series of Junior Priority Debt, in accordance with the terms of this Agreement;


 


(4)       file
any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties
arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the
terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and


 


(5)       vote
on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support
of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in
accordance with the terms of this Agreement.


 






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(b)               
Any Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such
Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between
or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), and will
not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of
Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and
will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and
between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby),
it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority
Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative;
provided that nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior
Priority Representative, if applicable. The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the Senior
Priority Collateral Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor
Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of this Agreement,
including Section 4.1 hereof and of the Base Intercreditor Agreement.


 


Section 2.4         
Exercise of Rights.


 


(a)                No
Other Restrictions. Except as expressly set forth in this Agreement, each Agent and each Creditor shall have any and all rights
and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies
(except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such
Parties and the Creditors represented thereby); provided, however, that the Exercise of Secured Creditor Remedies with
respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Section
4.1. Each Senior Priority Agent may enforce the provisions of the applicable Senior Priority Documents, each Junior Priority
Agent may enforce the provisions of the applicable Junior Priority Documents, and each Agent may Exercise Any Secured Creditor
Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the
terms of this Agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and
between or among any applicable Parties, solely as among such Parties and the Creditors represented thereby); provided, however,
that each Agent agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver
to any Credit Party; provided, further, however, that any Senior Priority Agent’s failure to provide any
such copies to any other such Party shall not impair any Senior Priority Agent’s rights hereunder or under any of the
applicable Senior Priority Documents, and any Junior Priority Agent’s failure to provide any such copies to any other such
Party shall not impair any Junior Priority Agent’s rights hereunder or under any of the applicable Junior Priority Documents.
Each Agent agrees for and on behalf of itself and each Creditor represented thereby that such Agent and each such Creditor will not
institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other
proceeding any claim, (x) in the case of any Junior Priority Agent and any Junior Priority Creditor represented thereby,
against any Senior Priority Secured Party, and (y) in the case of any Senior Priority Agent and any Senior Priority Creditor
represented thereby, against any Junior Priority Secured Party, seeking damages from or other relief by way of specific performance,
instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect to the Collateral
that is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted
to be taken. Except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents,
in each case on behalf of itself and the Senior Priority Creditors represented thereby, each Senior Priority Agent agrees for and on
behalf of any Senior Priority Creditors represented thereby that such Agent and each such Creditor will not institute or join in any
suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against
any other Senior Priority Agent or any Senior Priority Creditor represented thereby seeking damages from or other relief by way of
specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect
to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action
taken or omitted to be taken. Except as may be separately otherwise agreed in writing by and between or among any Junior Priority
Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby, each Junior Priority Agent agrees
for and on behalf of any Junior Priority Creditors represented thereby that such Agent and each such Creditor will not institute or
join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any
claim against any other Junior Priority Agent or any Junior Priority Creditor represented thereby seeking damages from or other
relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such
Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable
for any such action taken or omitted to be taken.


 


(b)               
[Reserved].


 


Section 2.5         
[RESERVED]


 


Section 2.6         
Waiver of Marshalling. Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, on behalf of itself
and the Junior Priority Secured Parties represented thereby, agrees not to assert and hereby waives, to the fullest extent permitted by
law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling or other similar right
that may otherwise be available under applicable law with respect to the Collateral or any other similar rights a junior secured creditor
may have under applicable law.


 






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ARTICLE III



ACTIONS OF THE PARTIES


 


Section 3.1          Certain
Actions Permitted. Notwithstanding anything herein to the contrary, each Agent may make such demands or file such claims in
respect of the Senior Priority Obligations or Junior Priority Obligations, as applicable, owed to such Agent and the Creditors
represented thereby as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other
statutes, court orders, or rules of procedure at any time.


 


Section 3.2         
Agent for Perfection.


 


(a)               
Subject to the provisions of the Base Intercreditor Agreement with respect to ABL Priority Collateral, each Credit Party shall
deliver all Control Collateral when required to be delivered pursuant to the Credit Documents to (x) until the Discharge of Senior
Priority Obligations, the Senior Priority Representative and (y) thereafter, the Junior Priority Representative.


 


(b)               
None of the Senior Priority Agents, the Senior Priority Representative or the Senior Priority Secured Parties shall be responsible
for perfecting and maintaining the perfection of Liens with respect to the Collateral for the benefit of the Junior Priority Representatives
or the Junior Priority Secured Parties.


 


(c)             
Subject to the provisions of the Base Intercreditor Agreement with respect to ABL Priority Collateral, in the event that any Secured
Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, then such Secured Party shall
promptly pay over such Proceeds or Collateral to (x) until the Discharge of Senior Priority Obligations, the Senior Priority Representative,
and (y) thereafter, the Junior Priority Representative, in the same form as received with any necessary endorsements, for application
in accordance with the provisions of Section 4.1 of the Base Intercreditor Agreement, as supplemented by Section 4.1 hereof.


 


Section 3.3         
Sharing of Information and Access. In the event that any Junior Priority Agent shall, in the exercise of its rights under
the applicable Junior Priority Collateral Documents or otherwise, receive possession or control of any books and records of any Credit
Party that contain information identifying or pertaining to the Collateral, such Junior Priority Agent shall, at the Credit Parties’
expense, upon reasonable request from any other Agent, and as promptly as practicable thereafter, either make available to such Agent
such books and records for inspection and duplication or provide to such Agent copies thereof. In the event that any Senior Priority Agent
shall, in the exercise of its rights under the applicable Senior Priority Collateral Documents or otherwise, receive possession or control
of any books and records of any Senior Priority Credit Party that contain information identifying or pertaining to the Collateral, such
Senior Priority Agent shall, upon request from any other Agent, and as promptly as practicable thereafter, either make available to such
Agent such books and records for inspection and duplication or provide to such Agent copies thereof.


 


Section 3.4          Insurance.
Proceeds of Collateral include insurance proceeds and, therefore, the Lien Priority shall govern the ultimate disposition of
casualty insurance proceeds. Subject to the provisions of the Base Intercreditor Agreement with respect to ABL Priority Collateral,
the Senior Priority Representative shall be named as additional insured or loss payee, as applicable, with respect to all insurance
policies relating to Collateral. Subject to the provisions of the Base Intercreditor Agreement with respect to ABL Priority
Collateral, the Senior Priority Representative shall have the sole and exclusive right, as against any Secured Party, to adjust
settlement of insurance claims in the event of any covered loss, theft or destruction of Collateral. Subject to the provisions of
the Base Intercreditor Agreement with respect to ABL Priority Collateral, all proceeds of such insurance shall be remitted to the
Senior Priority Representative, and each other Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment
of insurance proceeds in accordance with Section 4.1. If any Junior Priority Secured Party shall, at any time, receive any
proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the
Senior Priority Representative in accordance with the terms of Section 4.1.


 






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


 


Section 3.6         
Actions upon Breach. If any Junior Priority Secured Party, contrary to this Agreement, commences or participates in any
action or proceeding against the Credit Parties or the Collateral, the Credit Parties, with the prior written consent of the Senior Priority
Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any Senior Priority Secured Party may intervene
and interpose such defense or plea in its own name or in the name of the Credit Parties. Should any Junior Priority Secured Party, contrary
to this Agreement, in any way take, or attempt or threaten to take, any action with respect to the Collateral (including any attempt to
realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any Senior
Priority Agent (in its own name or in the name of the Credit Parties) may obtain relief against such Junior Priority Secured Party by
injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by each Junior Priority Agent,
for and on behalf of itself and each Junior Priority Creditor represented thereby, that the Senior Priority Secured Parties’ damages
from such actions may be difficult to ascertain and may be irreparable, and each Junior Priority Agent on behalf of itself and each Junior
Priority Secured Creditor represented thereby, waives any defense that the Senior Priority Secured Parties cannot demonstrate damages
or be made whole by the awarding of damages.


 


Section 3.7         
Purchase Rights.


 


(a)                If
(i) a payment Event of Default under any Senior Priority Credit Facility shall have occurred and have been continuing for at
least 5 Business Days, (ii) an Insolvency Proceeding with respect to any Borrower shall have occurred or shall have been
commenced, or (iii) the Senior Priority Obligations under any Senior Priority Credit Facility shall have been accelerated
(including as a result of any automatic acceleration) (each such event described in clauses (i) through (iii) herein above, a
 “Purchase Option Event”), the applicable Senior Priority Agent or the applicable Senior Priority Secured Parties
shall promptly, and in any event within 10 days, notify the Junior Priority Agent in writing of the occurrence of a Purchase
Option Event described in clause (i) or clause (iii) above, the amount of Senior Priority Obligations under such Senior Priority
Credit Facility then outstanding (a “Purchase Option Event Notice”). The Junior Priority Creditors shall have the
opportunity to purchase (at par and without premium) all (but not less than all) of such Senior Priority Obligations pursuant to
this Section 3.7; provided, that such option shall expire if none of the Junior Priority Creditors deliver a notice (a
 “Purchase Notice”) to the applicable Senior Priority Agent with a copy to the Company within thirty (30) days
following (x) in the case of a Purchase Option Event described in clause (i) or (iii) above, receipt by the Junior Priority
Agent of a Purchase Option Event Notice, or (y) in the case of a Purchase Option Event described in clause (ii) above, the
occurrence of such Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Junior Priority
Creditors committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the Senior
Priority Obligations under such Senior Priority Credit Facility to be purchased by each Purchasing Creditor (which aggregate
commitments must add up to 100% of such Senior Priority Obligations) and (B) state that (1) it is a Purchase Notice
delivered pursuant to Section 3.7 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt
of such Purchase Notice by the applicable Senior Priority Agent, the Purchasing Creditors shall have from the date of delivery
thereof to and including the date that is not less than 5 Business Days nor more than 20 Business Days after the Purchase Notice was
received by such Senior Priority Agent to purchase all (but not less than all) of the Senior Priority Obligations under such Senior
Priority Credit Facility pursuant to this Section 3.7 (the date of such purchase, the “Purchase
Date”).


 






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(b)               
On the Purchase Date, the applicable Senior Priority Secured Parties shall, subject to any required approval of any Governmental
Authority then in effect, sell to the Purchasing Creditors all (but not less than all) of the Senior Priority Obligations under such Senior
Priority Credit Facility. On such Purchase Date, the Purchasing Creditors shall pay to the applicable Senior Priority Agent, for the benefit
of the Senior Priority Secured Parties represented thereby, in immediately available funds the full amount (at par and without premium)
of all Senior Priority Obligations then outstanding under such Senior Priority Credit Facility together with all accrued and unpaid interest,
fees, and expenses thereon, all in the amounts required by the applicable Senior Priority Documents. Such purchase price shall be remitted
by wire transfer in immediately available funds to such bank account of such Senior Priority Agent or such other applicable Senior Priority
Secured Parties (for the benefit of the Senior Priority Secured Parties represented thereby). Interest and fees shall be calculated to
but excluding the Purchase Date if the amounts so paid by the applicable Purchasing Creditors to the bank account designated by such Senior
Priority Agent (or applicable Senior Priority Secured Parties) are received in such bank account prior to 1:00 p.m., New York City time,
and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Purchasing Creditors is
received in the designated bank account after 1:00 p.m., New York City time.


 


(c)               
Any purchase pursuant to the purchase option set forth in this Section 3.7 shall, except as provided below, be expressly
made without representation or warranty of any kind by the applicable Senior Priority Agent or the other Senior Priority Secured Parties
represented thereby as to the Senior Priority Obligations under such Senior Priority Credit Facility, the collateral or otherwise, and
without recourse to such Senior Priority Agent and such other Senior Priority Secured Parties as to the Senior Priority Obligations, the
collateral or otherwise, except that such Senior Priority Agent and each of the other Senior Priority Secured Parties represented thereby,
as to itself only, shall represent and warrant only as to the matters set forth in any assignment agreement to be entered into as provided
herein in connection with such purchase, which shall include (i) the principal amount of the Senior Priority Obligations being
sold, (ii) that such Person has not created any Lien on any Senior Priority Obligations being sold, and (iii) that such
Person has the right to assign the Senior Priority Obligations being assigned and the relevant assignment agreement has been duly authorized
and delivered.


 


(d)                Upon
notice to the Credit Parties by the Purchasing Creditors that the purchase of Senior Priority Obligations pursuant to this Section
3.7 has been consummated by delivery of the purchase price, the Credit Parties shall treat the applicable Purchasing Creditors
as holders of such Senior Priority Obligations and a representative designated by the Purchasing Creditors (which may be a Junior
Priority Agent if such Junior Priority Agent consents to such designation in its sole discretion) shall be deemed appointed to act
in such capacity as the “trustee”, “agent”, “administrative agent” or “collateral
agent” (or analogous capacity) (the “Replacement Agent”) under the applicable Senior Priority Documents,
for all purposes hereunder and under each applicable Senior Priority Document (it being agreed that no Junior Priority Agent and no
Senior Priority Agent shall have any obligation to act as such replacement “trustee”, “agent”,
 “administrative agent” or “collateral agent” (or analogous capacity)). In connection with any purchase of
Senior Priority Obligations pursuant to this Section 3.7, each applicable Senior Priority Creditor and Senior Priority Agent
agrees to enter into and deliver to the applicable Purchasing Creditors on the Purchase Date, as a condition to closing, an
assignment agreement and each such Senior Priority Creditor shall deliver all possessory collateral (if any), together with any
necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the
possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of
which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and
participant register, if applicable, and all other records pertaining to such Senior Priority Obligations to the Replacement Agent
and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent, in each
case at the expense of the Credit Parties. Upon the consummation of the purchase of the Senior Priority Obligations pursuant to this Section
3.7, the applicable Senior Priority Agent (and all other agents under the applicable Senior Priority Credit Facility) shall be
deemed to have resigned as a “trustee”, “agent”, “administrative agent” or “collateral
agent” for the Senior Priority Secured Parties represented thereby under the applicable Senior Priority Documents; provided that
such Senior Priority Agent (and all other agents under the applicable Senior Priority Documents) shall be entitled to all of the
rights and benefits of a former “trustee”, “agent”, “administrative agent” or “collateral
agent” under such Senior Priority Credit Facility.


 






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(e)               
Notwithstanding the foregoing purchase of the Senior Priority Obligations by the Purchasing Creditors, the applicable Senior Priority
Secured Parties shall retain those contingent indemnifications, rights to reimbursement and payment of fees and other rights and protections
under the applicable Senior Priority Documents which by their express terms would survive any repayment of such Senior Priority Obligations.


 


(f)                
For the avoidance of doubt, notwithstanding anything to the contrary herein, (i) any obligations to pay the purchase
price or reimburse any Senior Priority Secured Parties in connection with the exercise of the purchase option set forth herein shall be
obligations of the Purchasing Creditors (and not any Junior Priority Agent) and (ii) no Junior Priority Agent shall have any obligations
under this Section 3.7 except to the extent it is required to act in an administrative capacity for the Junior Priority Secured
Parties represented thereby in accordance with the applicable Junior Priority Documents.


 


(g)                Notwithstanding
the foregoing to the contrary, in the event of a Purchase Option Event with respect to any Senior Priority Obligations that are in
the form of securities issued in book-entry form and represented by global certificates deposited with, or on behalf of, The
Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC, otherwise held in book-entry
form by the relevant trustee or registrar or in physical form, (i) any exercise of the purchase right described herein
with respect to such Senior Priority Obligations shall be conducted in accordance with all applicable DTC (or other relevant
depositary) and/or applicable securities exchange procedures and subject to the terms of the Original Cash Flow Indenture or
underlying governing documents, and (ii) the Senior Priority Agent or such Senior Priority Obligations shall have no
obligation to perform any of the duties set forth in Section 3.7(b) or Section 3.7(c) to facilitate any exercise of
the purchase right described herein, and such duties shall instead be performed by the Company or any agent or other designee
appointed by the Company for such purpose and the Cash Flow Agent or other Senior Priority Agent shall have no liability or
responsibility in connection with any such purchase right hereunder.


 


ARTICLE IV



APPLICATION OF PROCEEDS


 


Section 4.1         
Application of Proceeds.


 


(a)               
Revolving Nature of Certain Cash Flow Obligations. Each Agent, for and on behalf of itself and the Secured Parties represented
thereby, expressly acknowledges and agrees that (i) Cash Flow Credit Agreements may include a revolving commitment, that in the
ordinary course of business any Cash Flow Agent and Cash Flow Credit Agreement Lender may apply payments and make advances thereunder
and (ii) the amount of Cash Flow Obligations that may be outstanding thereunder at any time or from time to time may be increased
or reduced and subsequently reborrowed, and that the terms of Cash Flow Obligations thereunder may be modified, extended or amended from
time to time, and that the aggregate amount of Cash Flow Obligations thereunder may be increased, replaced or refinanced, in each event,
without notice to or consent by any other Secured Parties and without affecting the provisions hereof; provided, however,
that from and after the date on which any Cash Flow Agent or Cash Flow Credit Agreement Lender commences the Exercise of Secured Creditor
Remedies, all amounts received by any such Cash Flow Agent or Cash Flow Credit Agreement Lender as a result of such Exercise of Secured
Creditor Remedies shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected
by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing
of the Cash Flow Obligations, the Initial Junior Priority Obligations, or any Additional Obligations, or any portion thereof.


 






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(b)               
Revolving Nature of Certain Junior Priority Obligations. Each Agent, for and on behalf of itself and the Secured Parties
represented thereby, expressly acknowledges and agrees that (x) Junior Priority Credit Facilities may include a revolving
commitment, that in the ordinary course of business any Junior Priority Agent and Junior Priority Secured Parties may apply payments and
make advances thereunder and (y) the amount of Junior Priority Obligations that may be outstanding thereunder at any time or from
time to time may be increased or reduced and subsequently reborrowed, and that the terms of Junior Priority Obligations thereunder may
be modified, extended or amended from time to time, and that the aggregate amount of Junior Priority Obligations thereunder may be increased,
replaced or refinanced, in each event, without notice to or consent by any other Secured Parties and without affecting the provisions
hereof; provided, however, that from and after the date on which any Junior Priority Agent or Junior Priority Secured Party
commences the Exercise of Secured Creditor Remedies, all amounts received by any such Junior Priority Agent or Junior Priority Secured
Party as a result of such Exercise of Secured Creditor Remedies shall be applied as specified in this Section 4.1. The Lien Priority
shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase,
replacement, renewal, restatement or refinancing of the Cash Flow Obligations, the Initial Junior Priority Obligations, or any Additional
Obligations, or any portion thereof.


 


(c)               
Revolving Nature of Certain Additional Obligations. Each Agent, for and on behalf of itself and the Secured Parties represented
thereby, expressly acknowledges and agrees that (x) Additional Credit Facilities may include a revolving commitment, that
in the ordinary course of business any Additional Agent and Additional Credit Facility Secured Parties may apply payments and make advances
thereunder and (y) the amount of Additional Obligations that may be outstanding thereunder at any time or from time to time
may be increased or reduced and subsequently reborrowed, and that the terms of Additional Obligations thereunder may be modified, extended
or amended from time to time, and that the aggregate amount of Additional Obligations thereunder may be increased, replaced or refinanced,
in each event, without notice to or consent by any other Secured Parties and without affecting the provisions hereof; provided,
however, that from and after the date on which any Additional Agent or Additional Credit Facility Secured Party commences the
Exercise of Secured Creditor Remedies, all amounts received by any such Additional Agent or Additional Credit Facility Secured Party
as a result of such Exercise of Secured Creditor Remedies shall be applied as specified in this Section 4.1. The Lien Priority
shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase,
replacement, renewal, restatement or refinancing of the Cash Flow Obligations, the Initial Junior Priority Obligations, or any Additional
Obligations, or any portion thereof.


 






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(d)               
Application of Proceeds of Collateral. This Agreement constitutes a separate agreement in writing as contemplated by clauses
4.1(c) third and 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any Proceeds of Collateral
to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance
with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior
Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent agrees, for and on behalf of itself and the Junior
Priority Creditors represented thereby, that after the Discharge of Senior Priority Obligations the remaining Proceeds of Collateral shall
be applied,


 


first, to the payment of costs
and expenses of each Junior Priority Agent, as applicable,


 


second, to the payment of Junior
Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable
Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority
Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed
in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured
Parties represented thereby), and


 


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


 


Each Junior Priority Agent shall provide the Junior
Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented
by it as the Junior Priority Representative may reasonably request in order to carry out the purposes of this Section 4.1.


 


(e)               
Limited Obligation or Liability. In exercising remedies, whether as a secured creditor or otherwise, no Senior Priority
Agent shall have any obligation or liability to any Junior Priority Secured Party, or (except as may be separately agreed in writing
by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented
thereby) to any other Senior Priority Secured Party, in each case regarding the adequacy of any Proceeds or for any action or omission,
save and except solely for an action or omission that breaches the express obligations undertaken by such Senior Priority Agent under
the terms of this Agreement. In exercising remedies, whether as a secured creditor or otherwise, no Junior Priority Agent shall have
any obligation or liability (except as may be separately agreed in writing by and between or among any applicable Junior Priority Agents,
in each case on behalf of itself and the Junior Priority Creditors represented thereby) to any other Junior Priority Secured Party, in
each case regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that
breaches the express obligations undertaken by such Junior Priority Agent under the terms of this Agreement.


 


(f)                
Turnover of Cash Collateral After Discharge. Subject to the obligations of each Senior Priority Agent under the Base Intercreditor
Agreement with respect to ABL Priority Collateral, upon the Discharge of Senior Priority Obligations, each Senior Priority Agent shall
deliver to the Junior Priority Representative or shall execute such documents as the Company or as the Junior Priority Representative
may reasonably request to enable it to have control over any Cash Collateral or Control Collateral still in such Senior Priority Agent’s
possession, custody or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may
otherwise direct. As between any Junior Priority Agent and any other Junior Priority Agent, any such Cash Collateral or Control Collateral
held by any such Party shall be held by it subject to the terms and conditions of Section 3.2.


 






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


 


ARTICLE V



INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS


 


Section 5.1         
Notice of Acceptance and Other Waivers.


 


(a)               
All Senior Priority Obligations at any time made or incurred by any Credit Party shall be deemed to have been made or incurred
in reliance upon this Agreement, and each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented
thereby, hereby waives notice of acceptance of, or proof of reliance by any Senior Priority Agent or any Senior Priority Creditors on,
this Agreement, and notice of the existence, increase, renewal, extension, accrual, creation, or nonpayment of all or any part of the
Senior Priority Obligations.


 


(b)                None
of the Senior Priority Agents (including any Senior Priority Agent in its capacity as Senior Priority Representative, if
applicable), the Senior Priority Creditors, or any of their respective Affiliates, or any of the respective directors, officers,
employees, or agents of any of the foregoing, shall be liable for failure to demand, collect, or realize upon any of the Collateral
or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or
Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as
specifically provided in this Agreement and the Base Intercreditor Agreement. If any Senior Priority Agent or Senior Priority
Creditor honors (or fails to honor) a request by any relevant Borrower for an extension of credit pursuant to any Senior Priority
Credit Facility or any other Senior Priority Document, whether or not such Senior Priority Agent or Senior Priority Creditor has
knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any Junior
Priority Credit Facility or any other Junior Priority Document (but not a default under this Agreement) or would constitute an act,
condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if any
Senior Priority Agent or Senior Priority Creditor otherwise should exercise any of its contractual rights or remedies under any
Senior Priority Documents (subject to the express terms and conditions hereof), no Senior Priority Agent or Senior Priority Creditor
shall have any liability whatsoever to any Junior Priority Agent or Junior Priority Creditor as a result of such action, omission,
or exercise, in each case so long as any such exercise does not breach the express terms and provisions of this Agreement. Each
Senior Priority Secured Party shall be entitled to manage and supervise its loans and extensions of credit under the relevant Senior
Priority Credit Facility and other Senior Priority Documents as it may, in its sole discretion, deem appropriate, and may manage its
loans and extensions of credit without regard to any rights or interests that the Junior Priority Agents or Junior Priority
Creditors have in the Collateral, except as otherwise expressly set forth in this Agreement. Each Junior Priority Agent, on behalf
of itself and the Junior Priority Creditors represented thereby, agrees that no Senior Priority Agent or Senior Priority Creditor
shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the
Collateral or Proceeds thereof pursuant to the Senior Priority Documents, in each case so long as such disposition is conducted in
accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement.


 






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Section 5.2         
Modifications to Senior Priority Documents and Junior Priority Documents.


 


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


 


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


 


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


 


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


 


(iv)                    
subject to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)                     
exercise or refrain from exercising any rights against any Credit Party or any other Person;


 


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


 


(vii)                   
otherwise manage and supervise the Senior Priority Obligations as the applicable Senior Priority Agent shall deem appropriate.


 


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


 






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


 


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


 


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


 


(iv)                    
subject to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)                     
exercise or refrain from exercising any rights against any Credit Party or any other Person;


 


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


 


(vii)                   
otherwise manage and supervise the Junior Priority Obligations as the applicable Junior Priority Agent or the Junior Priority Creditors
represented thereby shall deem appropriate.


 


(c)               
Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Secured Parties represented thereby, agrees that
each Junior Priority Collateral Document shall include the following language (or language to similar effect):


 


“Notwithstanding anything herein to
the contrary, the lien and security interest granted to [name of Junior Priority Agent] pursuant to this Agreement and the exercise of
any right or remedy by [name of Junior Priority Agent] hereunder are subject to the provisions of the Cash Flow Intercreditor Agreement,
dated as of April 22, 2021 (as amended, restated, supplemented or otherwise modified, replaced or refinanced from time to time, the
 “Junior Lien Intercreditor Agreement”), initially among Wilmington Trust, National Association, as Cash Flow Agent,
Alter Domus (US) LLC, as Initial Junior Priority Agent, and certain other persons party or that may become party thereto from time to
time. In the event of any conflict between the terms of the Junior Lien Intercreditor Agreement and this Agreement, the terms of the Junior
Lien Intercreditor Agreement shall govern and control.”


 






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In addition, each Junior Priority Agent, for and on behalf of itself
and the Junior Priority Secured Parties represented thereby, agrees that each Junior Priority Collateral Document consisting of a mortgage
covering any Collateral consisting of real estate shall contain language appropriate to reflect the subordination of the Junior Priority
Obligations secured by such Junior Priority Collateral Documents to the Senior Priority Obligations secured by such Senior Priority Documents
covering such Collateral.


 


(d)               
Except, in each case, as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents,
in each case on behalf of itself and the Senior Priority Creditors represented thereby, and except as otherwise provided in the Base Intercreditor
Agreement, each Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors represented thereby, hereby agrees
that, without affecting the obligations of such Senior Priority Secured Parties hereunder, any other Senior Priority Agent and any Senior
Priority Creditors represented thereby may, at any time and from time to time, in their sole discretion without the consent of or notice
to any such Senior Priority Secured Party (except to the extent such notice or consent is required pursuant to the express provisions
of this Agreement and/or the Base Intercreditor Agreement), and without incurring any liability to any such Senior Priority Secured Party,
amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the Senior Priority Documents
to which such other Senior Priority Agent or any Senior Priority Creditor represented thereby is party or beneficiary in any manner whatsoever,
including, to:


 


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


 


(ii)                      
 subject to Section 2.5 of the Base Intercreditor Agreement, retain or obtain a Lien on any Property of any Person to secure
any of the Senior Priority Obligations, and in connection therewith to enter into any Senior Priority Documents;


 


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


 


(iv)                    
subject to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)                     
exercise or refrain from exercising any rights against any Credit Party or any other Person;


 


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


 






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(vii)                   
otherwise manage and supervise the Senior Priority Obligations as such other Senior Priority Agent shall deem appropriate.


 


(e)               
Except, in each case, as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents,
in each case on behalf of itself and the Junior Priority Creditors represented thereby, each Junior Priority Agent, for and on behalf
of itself and the Junior Priority Creditors represented thereby, hereby agrees that, without affecting the obligations of such Junior
Priority Secured Parties hereunder, any other Junior Priority Agent and any Junior Priority Creditors represented thereby may, at any
time and from time to time, in their sole discretion without the consent of or notice to any such Junior Priority Secured Party (except
to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability
to any such Junior Priority Secured Party, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise
modify any of the Junior Priority Documents to which such other Junior Priority Agent or any Junior Priority Creditor represented thereby
is party or beneficiary in any manner whatsoever, including, to:


 


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


 


(ii)                     
subject to Section 2.5 of the Base Intercreditor Agreement, retain or obtain a Lien on any Property of any Person to secure
any of the Junior Priority Obligations, and in connection therewith to enter into any Junior Priority Documents;


 


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


 


(iv)                     
 subject to Section 2.4 of the Base Intercreditor Agreement, release its Lien on any Collateral or other Property;


 


(v)                     
exercise or refrain from exercising any rights against any Credit Party or any other Person;


 


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


 


(vii)                   
otherwise manage and supervise the Junior Priority Obligations as such other Junior Priority Agent or the Junior Priority Creditors
represented thereby shall deem appropriate.


 


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


 






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Section 5.3          Reinstatement
and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding
or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of
all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the relevant Senior
Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. In the event that (a) this Agreement shall
have been terminated prior to such Senior Priority Recovery and (b) there exist any Junior Priority Obligations at the time of such
Senior Priority Recovery, then this Agreement shall be reinstated in full force and effect in the event of such Senior Priority
Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the
Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority
Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue
irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or
against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any
Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior
Priority Agent or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act
on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any
of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Agent or any Senior Priority
Creditor may have.


 


ARTICLE VI



INSOLVENCY PROCEEDINGS


 


Section 6.1         
DIP Financing.


 


(a)               
If any Borrower or any Guarantor shall be subject to any Insolvency Proceeding in the United States at any time after the Discharge
of ABL Obligations (as defined in the Base Intercreditor Agreement) and prior to the Discharge of Senior Priority Obligations, and any
Senior Priority Agent, or any Senior Priority Creditors, shall agree to provide any Borrower or any Guarantor with, or consent to a third
party providing, any financing under Section 364 of the Bankruptcy Code or consent to any order for the use of cash collateral under
Section 363 of the Bankruptcy Code (“DIP Financing”),
with such DIP Financing to be secured by all or any portion of the Collateral (including assets that, but for the application of Section
552 of the Bankruptcy Code would be Collateral), then any Junior Priority Agent, each on behalf of itself and any Junior Priority Secured
Parties represented thereby, agrees that it will raise no objection and will not directly or indirectly support or act in concert with
any other party raising an objection to such DIP Financing or to the Liens securing the same on the grounds of a failure to provide “adequate
protection” for the Liens of any Junior Priority Agent securing the Junior Priority Obligations or on any other grounds (and will
not request any adequate protection solely as a result of such DIP Financing), so long as (i) such Junior Priority Agent retains
its Lien on the Collateral to secure the relevant Junior Priority Obligations (in each case, including Proceeds thereof arising after
the commencement of the case under the Bankruptcy Code) and such Lien has the same priority as existed prior to the commencement of the
case under the Bankruptcy Code, (ii) solely until the first date on which the Original Initial Junior Priority Lenders have ceased
to be Junior Priority Creditors, (A) the aggregate principal amount of the commitments in respect of such DIP Financing, together
with the Senior Priority Obligations, does not exceed 110% of the Maximum Senior Priority Obligations Amount and (B) any Junior
Priority Agent or any Junior Priority Secured Party may object to any such DIP Financing provided by any third party other than the ABL
Agent or any ABL Secured Party under the Base Intercreditor Agreement as in effect on the Issue Date, and (iii) if any Senior
Priority Agent receives an adequate protection Lien on post-petition assets of the debtor to secure the Senior Priority Obligations under
its Senior Priority Credit Facility, as the case may be, each Junior Priority Agent also receives an adequate protection Lien on such
post-petition assets of the debtor to secure the relevant Junior Priority Obligations; provided that (x) such Liens in
favor of each Senior Priority Agent and each Junior Priority Agent shall be subject to the provisions of Section 6.1(c) hereof
and the relevant provisions of Section 6.1 of the Base Intercreditor Agreement, and (y) the foregoing provisions of this Section
6.1(a) shall not prevent any Junior Priority Agent and any Junior Priority Secured Party from objecting to any provision in any DIP
Financing relating to any provision or content of a Plan of Reorganization that is not a Conforming Plan of Reorganization.


 






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(b)               
The Junior Priority Secured Parties may also seek to provide such DIP Financing secured by Liens equal or senior in priority to
the Liens securing any Senior Priority Obligations, and the Senior Priority Secured Parties may object thereto.


 


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


 


Section 6.2         
Relief from Stay. Until the Discharge of Senior Priority Obligations, each Junior Priority Agent, for and on behalf of itself
and the Junior Priority Creditors represented thereby, agrees not to (i) seek relief from the automatic stay or any other stay
in any Insolvency Proceeding in respect of any portion of the Collateral without each Senior Priority Agent’s express written consent
or (ii) object to any motion by any Senior Priority Agent seeking relief from the automatic stay or any other stay in any Insolvency
Proceeding in respect of any portion of the Collateral.


 






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Section 6.3         
No Contest. Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby,
agrees that, prior to the Discharge of Senior Priority Obligations, none of them shall contest (or directly or indirectly support any
other Person contesting) (i) any request by any Senior Priority Agent or Senior Priority Creditor for adequate protection of its
interest in the Collateral (unless in contravention of Section 6.1 hereof), or (ii) any objection by any Senior Priority
Agent or Senior Priority Creditor to any motion, relief, action or proceeding based on a claim by such Senior Priority Agent or Senior
Priority Creditor that its interests in the Collateral (unless in contravention of Section 6.1 hereof) are not adequately protected
(or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such Senior Priority
Agent as adequate protection of its interests are subject to this Agreement. Except as may be separately otherwise agreed in writing
by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and any Senior Priority Creditors represented
thereby, any Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that, prior
to the applicable Discharge of Senior Priority Obligations, none of them shall contest (or directly or indirectly support any other Person
contesting) (a) any request by any other Senior Priority Agent or any Senior Priority Creditor represented by such other Senior
Priority Agent for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1 hereof), or (b)
any objection by such other Senior Priority Agent or any Senior Priority Creditor to any motion, relief, action, or proceeding based
on a claim by such other Senior Priority Agent or any Senior Priority Creditor represented by such other Senior Priority Agent that its
interests in the Collateral (unless in contravention of Section 6.1 hereof) are not adequately protected (or any other similar
request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such other Senior Priority Agent as adequate
protection of its interests are subject to this Agreement. Except as may be separately otherwise agreed in writing by and between or
among any applicable Junior Priority Agents, in each case on behalf of itself and any Junior Priority Creditors represented thereby,
any Junior Priority Agent, for and on behalf of itself and any Junior Priority Creditors represented thereby, agrees that, prior to the
applicable Discharge of Junior Priority Obligations, none of them shall contest (or directly or indirectly support any other Person contesting)
(a) any request by any other Junior Priority Agent or any Junior Priority Creditor represented by such other Junior Priority Agent
for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1 hereof), or (b) any objection
by such other Junior Priority Agent or any Junior Priority Creditor to any motion, relief, action, or proceeding based on a claim by
such other Junior Priority Agent or any Junior Priority Creditor represented by such other Junior Priority Agent that its interests in
the Collateral (unless in contravention of Section 6.1 hereof) are not adequately protected (or any other similar request under
any law applicable to an Insolvency Proceeding), so long as any Liens granted to such other Junior Priority Agent as adequate protection
of its interests are subject to this Agreement.


 


Section 6.4            
Asset Sales; Plan of Reorganization. Any Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors
represented thereby, may support or propose (including sponsoring and entering into agreements with respect to) any sale consented to
by any Senior Priority Agent of any Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law
applicable to any Insolvency Proceeding) or Plan of Reorganization (including any credit bid of its second lien claims) so long as such
sale of Collateral or Plan of Reorganization either prepays in full the Senior Priority Obligations or reinstates such Senior Priority
Obligations in full in accordance with the Bankruptcy Code and, prior to the Discharge of ABL Collateral Obligations, so long as the proceeds
of such sale of Collateral or Plan of Reorganization are applied in accordance with the Base Intercreditor Agreement as supplemented by
this Agreement.


 






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Section 6.5          Separate
Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (i) the grants of Liens pursuant
to the Senior Priority Security Documents and the Junior Priority Security Documents constitute separate and distinct grants of
Liens and (ii) because of, among other things, their differing rights in the Collateral, the Senior Priority Obligations are
fundamentally different from the Junior Priority Obligations and must be separately classified in any Plan of Reorganization
proposed, confirmed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the
immediately preceding sentence, if it is held by a court of competent jurisdiction that the claims of the Senior Priority Secured
Parties, on the one hand, and the Junior Priority Secured Parties, on the other hand, in respect of the Collateral constitute only
one secured claim (rather than separate classes of senior and junior secured claims), then the Secured Parties hereby acknowledge
and agree that all distributions shall be made as if there were separate classes of Senior Priority Obligation claims and Junior
Priority Obligation claims against the Credit Parties, with the effect being that, to the extent that the aggregate value of the
Collateral is sufficient (for this purpose ignoring all claims held by the Junior Priority Secured Parties), the Senior Priority
Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, prepetition
interest and other claims, all amounts owing in respect of post-petition interest, fees and expenses that is available from the
Collateral for each of the Senior Priority Secured Parties, before any distribution is made in respect of the claims held by the
Junior Priority Secured Parties, with the Junior Priority Secured Parties hereby acknowledging and agreeing to turn over to the
Senior Priority Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of
this sentence, even if such turnover has the effect of reducing the aggregate recoveries. The foregoing sentence is subject to any
separate agreement by and between any Additional Agent, for and on behalf of itself and the Additional Credit Facility Secured
Parties represented thereby, and any other Additional Agent, for and on behalf of itself and the Additional Credit Facility Secured
Parties represented thereby, with respect to the Obligations owing to any such Additional Agent and Additional Credit Facility
Secured Parties.


 


Section 6.6         
Enforceability. The provisions of this Agreement are intended to be and shall be enforceable as a “subordination agreement”
under Section 510(a) of the Bankruptcy Code.


 


Section 6.7         
Senior Priority Obligations Unconditional. All rights of the Senior Priority Agents hereunder, and all agreements and obligations
of the Junior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective
of:


 


(i)                       
any lack of validity or enforceability of any Senior Priority Document;


 


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


 


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


 






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


 


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


 


Section 6.8         
Junior Priority Obligations Unconditional. All rights of the Junior Priority Agents hereunder, and all agreements and obligations
of the Senior Priority Agents and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective
of:


 


(i)                       
any lack of validity or enforceability of any Junior Priority Document;


 


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


 


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


 


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


 


(v)                     
any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect
of the Junior Priority Obligations, or of any of the Senior Priority Agents, Senior Priority Creditors or Credit Parties, to the extent
applicable, in respect of this Agreement.


 






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Section 6.9          Adequate
Protection. Except as expressly provided in this Agreement (including Section 6.1 and this Section 6.9), nothing
in this Agreement shall limit the rights of any Agent and the Secured Parties represented thereby from seeking or requesting
adequate protection with respect to their interests in the applicable Collateral in any Insolvency Proceeding, including adequate
protection in the form of a cash payment, periodic cash payments, cash payments of interest, additional collateral or otherwise; provided
that (a) in the event that any Junior Priority Agent, for and on behalf of itself or any of the Junior Priority Creditors
represented thereby, seeks or requests adequate protection in respect of the relevant Junior Priority Obligations and such adequate
protection is granted in the form of a Lien on additional collateral comprising assets of the type of assets that constitute
Collateral, then each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby,
agrees that (i) each Senior Priority Agent shall also be granted a senior Lien on such collateral as security for the Senior
Priority Obligations owing to such Senior Priority Agent and the Senior Priority Secured Parties represented thereby, and that any
Lien on such collateral securing such Junior Priority Obligations shall be junior to any Lien on such collateral securing such
Senior Priority Obligations and (ii) each other Junior Priority Agent shall also be granted a pari passu Lien on such
collateral as security for the Junior Priority Obligations owing to such other Junior Priority Agent and the Junior Priority Secured
Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be pari passu
to each such other Lien on such collateral securing such other Junior Priority Obligations (except as may be separately otherwise
agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior
Priority Secured Parties represented thereby), and (b) in the event that any Senior Priority Agent, for or on behalf of
itself or any Senior Priority Creditor represented thereby, seeks or requests adequate protection in respect of the Senior Priority
Obligations and such adequate protection is granted in the form of a Lien on additional collateral comprising assets of the type of
assets that constitute Collateral, then such Senior Priority Agent, for and on behalf of itself and the Senior Priority Creditors
represented thereby, agrees that (i) each other Senior Priority Agent shall also be granted a pari passu Lien on such
collateral as security for the Senior Priority Obligations owing to such other Senior Priority Agent and the Senior Priority Secured
Parties represented thereby, and that any such Lien on such collateral securing such Senior Priority Obligations shall be pari passu
to each such other Lien on such collateral securing such other Senior Priority Obligations (except as may be separately otherwise
agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior
Priority Secured Parties represented thereby) and (ii) each Junior Priority Agent shall also be granted a junior Lien on such
collateral as security for the Junior Priority Obligations owing to such Junior Priority Agent and the Junior Priority Secured
Parties represented thereby, and that any such Lien on such collateral securing such Junior Priority Obligations shall be junior to
each Lien on such collateral securing Senior Priority Obligations.


 


ARTICLE VII



MISCELLANEOUS


 


Section 7.1         
Rights of Subrogation. Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented
thereby, agrees that no payment by such Junior Priority Agent or any such Junior Priority Creditor to any Senior Priority Agent or Senior
Priority Creditor pursuant to the provisions of this Agreement shall entitle such Junior Priority Agent or Junior Priority Creditor to
exercise any rights of subrogation in respect thereof until the Discharge of Senior Priority Obligations shall have occurred. Following
the Discharge of Senior Priority Obligations, each Senior Priority Agent agrees to execute such documents, agreements, and instruments
as any Junior Priority Agent or Junior Priority Creditor may reasonably request to evidence the transfer by subrogation to any such Person
of an interest in the Senior Priority Obligations resulting from payments to such Senior Priority Agent by such Person, so long as all
costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by such Senior Priority Agent
are paid by such Person or the Credit Parties upon request for payment thereof.


 


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


 






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Section 7.3         
Representations. The Cash Flow Agent represents and warrants to each other Agent that it has the requisite power and authority
under the Cash Flow Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Cash
Flow Secured Parties. The Initial Junior Priority Agent represents and warrants to each other Agent that it has the requisite power and
authority under the Initial Junior Priority Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf
of itself and the Initial Junior Priority Creditors. Each Additional Agent represents and warrants to each other Agent that it has the
requisite power and authority under the applicable Additional Documents to enter into, execute, deliver, and carry out the terms of this
Agreement on behalf of itself and any Additional Credit Facility Secured Parties represented thereby.


 


Section 7.4         
Amendments.


 








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


 


(b)               
[Reserved].


 


Section 7.5         
Addresses for Notices. Unless otherwise specifically provided herein, any notice or other communication herein required
or permitted to be given shall be in writing and may be personally served, faxed, sent by electronic mail or sent by overnight express
courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt
of a facsimile or upon receipt of electronic mail sent (except that, if not given during normal business hours for the recipient, shall
be deemed to have been given at the opening of business on the next Business Day for the recipient) or five (5) days after deposit in
the United States mail (certified, with postage prepaid and properly addressed). The addresses of the parties hereto (until notice of
a change thereof is delivered as provided in this Section) shall be as set forth below or, as to each party, at such other address as
may be designated by such party in a written notice to all of the other parties.


 






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	Cash Flow Agent:	 	Wilmington Trust, National Association    
	 	 	1100 N. Market Street    
	 	 	Wilmington, DE 19890    
	 	 	Attention: Administrator Lannett Company, Inc. Note Collateral Agent    
	 	 	Facsimile: 302 636-4149  
	 	 	Telephone: 302 636-6938
	 	 	 
	Initial Junior Priority Agent:	 	Alter Domus (US) LLC  
	 	 	225 West Washington Street, 9th Floor
	 	 	Chicago, Illinois 60606  
	 	 	Attention: Legal Department & CPC Agency
	 	 	Facsimile: 312-376-0751  
	 	 	Email: legal@alterdomus.com; cpcagency@alterdomus.com 
	 	 	 
	Any Additional Agent:	 	As set forth in the Additional Indebtedness Joinder executed and delivered by such Additional Agent pursuant to Section 7.11.    



 


Section 7.6         
No Waiver, Remedies. No failure on the part of any Party to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.


 


Section 7.7         
Continuing Agreement; Transfer of Secured Obligations. This Agreement is a continuing agreement and shall (a) remain in
full force and effect (x) with respect to all Senior Priority Secured Parties and Senior Priority Obligations, until the Discharge of
Senior Priority Obligations, subject to Section 5.3 and (y) with respect to all Junior Priority Secured Parties and Junior Priority
Obligations, until the later of the Discharge of the Senior Priority Obligations and the Discharge of the Junior Priority Obligations,
(b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and
their respective successors, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any
right, remedy or claim under, to or in respect of this Agreement or any Collateral, subject to Section 7.10. All references to
any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency
Proceeding. Without limiting the generality of the foregoing clause (c), any Senior Priority Agent, Senior Priority Creditor, Junior Priority
Agent or Junior Priority Creditor may assign or otherwise transfer all or any portion of the Senior Priority Obligations or the Junior
Priority Obligations, as applicable, to any other Person, and such other Person shall thereupon become vested with all the rights and
obligations in respect thereof granted to such Senior Priority Agent, Junior Priority Agent, Senior Priority Creditor or Junior Priority
Creditor, as the case may be, herein or otherwise. The Senior Priority Secured Parties and the Junior Priority Secured Parties may continue,
at any time and without notice to the other Parties hereto, to extend credit and other financial accommodations, lend monies and provide
Indebtedness to, or for the benefit of, any Credit Party on the faith hereof.


 






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Section 7.8         
Governing Law; Entire Agreement. This Agreement and the rights and obligations of the Parties under this Agreement shall
be governed by, and construed and interpreted in accordance with, the laws of the State of New York. This Agreement constitutes the entire
agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or
oral, with respect thereto (it being understood that this Agreement does not supersede the Base Intercreditor Agreement).


 


Section 7.9          Counterparts.
This Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), and it is
not necessary that the signatures of all Parties be contained on any one counterpart hereof; each counterpart will be deemed to be
an original, and all together shall constitute one and the same document.


 


Section 7.10      
No Third-Party Beneficiaries. This Agreement and the rights and benefits hereof shall inure to the benefit of each of the
parties hereto and its respective successors and assigns and shall inure to the benefit of each of the Senior Priority Agents, the Senior
Priority Creditors, the Junior Priority Agents, the Junior Priority Creditors and the Company and the other Credit Parties. No other Person
shall have or be entitled to assert rights or benefits hereunder.


 


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


 


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


 


(i)                       
one or more Additional Agents for one or more Additional Credit Facility Secured Parties in respect of such Additional Indebtedness
shall have executed the Additional Indebtedness Joinder with respect to such Additional Indebtedness, and the Company or any such Additional
Agent shall have delivered such executed Additional Indebtedness Joinder to the Cash Flow Agent, the Initial Junior Priority Agent and
any other Additional Agent then party to this Agreement;


 


(ii)                       
prior to, or contemporaneously with, delivery of the Additional Indebtedness Joinder, the Company shall have delivered to the Cash
Flow Agent, the Initial Junior Priority Agent and any other Additional Agent then party to this Agreement complete and correct copies
of any Additional Credit Facility, Additional Guarantees and Additional Collateral Documents that will govern such Additional Indebtedness
upon giving effect to such designation (which may be unexecuted copies of Additional Documents to be executed and delivered concurrently
with the effectiveness of such designation); and


 


(iii)                       
the Company shall have executed and delivered to the Cash Flow Agent, the Initial Junior Priority Agent and any other Additional
Agent then party to this Agreement the Additional Indebtedness Designation (including whether such Additional Indebtedness is designated
Senior Priority Debt or Junior Priority Debt) with respect to such Additional Indebtedness;


 


provided that, until the first date on which the Original Initial
Junior Priority Lenders have ceased to be Junior Priority Creditors, the Company shall not designate any Additional Indebtedness except
in connection with a refinancing of the Senior Priority Obligations or the Junior Priority Obligations that is permitted under the terms
of the Original Initial Junior Priority Credit Facility.


 






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No Additional Indebtedness may be designated both
Senior Priority Debt and Junior Priority Debt.


 








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


 


(c)               
In connection with any designation of Additional Indebtedness pursuant to this Section 7.11, each of the Cash Flow Agent,
the Initial Junior Priority Agent and each Additional Agent then party hereto agrees at the Company’s expense (x) to execute
and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, any Cash
Flow Collateral Documents, Initial Junior Priority Collateral Documents or Additional Collateral Documents, as applicable, and any agreements
relating to any security interest in Control Collateral and Cash Collateral, and to make or consent to any filings or take any other actions
(including executing and recording any mortgage subordination or similar agreement), as may be reasonably deemed by the Company to be
necessary or reasonably desirable for any Lien on any Collateral to secure such Additional Indebtedness to become a valid and perfected
Lien (with the priority contemplated by the applicable Additional Indebtedness Designation delivered pursuant to this Section 7.11
and by this Agreement), and (y) otherwise to reasonably cooperate to effectuate a designation of Additional Indebtedness pursuant
to this Section 7.11 (including if requested, by executing an acknowledgment of any Additional Indebtedness Joinder or of the occurrence
of any Additional Effective Date).


 


Section 7.12      
Senior Priority Representative; Notice of Senior Priority Representative Change. The Senior Priority Representative shall
act for the Senior Priority Secured Parties as provided in this Agreement, and shall be entitled to so act at the direction of the requisite
Senior Priority Holders from time to time. Until a Party (other than the existing Senior Priority Representative) receives written notice
from the existing Senior Priority Representative, in accordance with Section 7.5 of this Agreement, of a change in the identity
of the Senior Priority Representative, such Party shall be entitled to act as if the existing Senior Priority Representative is in fact
the Senior Priority Representative. Each Party (other than the existing Senior Priority Representative) shall be entitled to rely upon
any written notice of a change in the identity of the Senior Priority Representative which facially appears to be from the then existing
Senior Priority Representative and is delivered in accordance with Section 7.5 and such Agent shall not be required to inquire
into the veracity or genuineness of such notice. Each existing Senior Priority Representative from time to time agrees to give prompt
written notice to each Party of any change in the identity of the Senior Priority Representative.


 






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Section 7.13      
Cash Flow Collateral Representative. Each Junior Priority Agent, on behalf of itself and the Junior Priority Creditors
represented thereby, agrees that prior to the Discharge of the Senior Priority Obligations, (x) such Junior Priority Agent shall
be ineligible to act as the “Term Loan Collateral Representative” under the Base Intercreditor Agreement and shall not act
in such capacity, and for purposes of determining the “Term Loan Collateral Representative” under the Base Intercreditor
Agreement, the Additional Term Obligations (as defined in the Base Intercreditor Agreement) of such Junior Priority Creditors shall be
disregarded and deemed not Additional Term Obligations (as defined in the Base Intercreditor Agreement), (y) such Junior Priority
Creditors shall be ineligible to vote on matters requiring the consent or approval of the “Requisite Term Holders” under
the Base Intercreditor Agreement and (z) the Additional Term Obligations (as defined in the Base Intercreditor Agreement) of such
Junior Priority Creditors shall be disregarded and deemed not outstanding for purposes of calculating “Requisite Term Holders”
under the Base Intercreditor Agreement.


 


Section 7.14      
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 Senior Priority Secured Parties and the Junior Priority Secured Parties, respectively. Nothing
in this Agreement is intended to or shall impair the rights of the Company or any other Credit Party, or the obligations of the Company
or any other Credit Party to pay the Cash Flow Obligations, the Initial Junior Priority Obligations and any Additional Obligations as
and when the same shall become due and payable in accordance with their terms.


 


Section 7.15      
Headings. The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and
shall not be construed to affect the meaning or construction of any of the provisions hereof.


 


Section 7.16      
Severability. If any of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and shall not
invalidate the Lien Priority or the application of Proceeds and other priorities set forth in this Agreement.


 


Section 7.17      
Attorneys’ Fees. The Parties agree that if any dispute, arbitration, litigation, or other proceeding is brought with
respect to the enforcement of this Agreement or any provision hereof, the prevailing party in such dispute, arbitration, litigation, or
other proceeding shall be entitled to recover its reasonable attorneys’ fees and all other costs and expenses incurred in the enforcement
of this Agreement, irrespective of whether suit is brought.


 


Section 7.18      
VENUE; JURY TRIAL WAIVER.


 


(a)               
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT TO THE EXCLUSIVE GENERAL JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW
YORK (THE “NEW YORK SUPREME COURT”), AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK (THE
 “FEDERAL DISTRICT COURT,” AND TOGETHER WITH THE NEW YORK SUPREME COURT, THE “NEW YORK COURTS”) AND APPELLATE
COURTS FROM EITHER OF THEM; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE (I) ANY PARTY
FROM BRINGING ANY LEGAL ACTION OR PROCEEDING IN ANY JURISDICTION FOR THE RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT, (II) IF
ALL SUCH NEW YORK COURTS DECLINE JURISDICTION OVER ANY PERSON, OR DECLINE (OR IN THE CASE OF THE FEDERAL DISTRICT COURT, LACK) JURISDICTION
OVER ANY SUBJECT MATTER OF SUCH ACTION OR PROCEEDING, A LEGAL ACTION OR PROCEEDING MAY BE BROUGHT WITH RESPECT THERETO IN ANOTHER COURT
HAVING JURISDICTION AND (III) IN THE EVENT A LEGAL ACTION OR PROCEEDING IS BROUGHT AGAINST ANY PARTY HERETO OR INVOLVING ANY OF
ITS ASSETS OR PROPERTY IN ANOTHER COURT (WITHOUT ANY COLLUSIVE ASSISTANCE BY SUCH PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES), SUCH
PARTY FROM ASSERTING A CLAIM OR DEFENSE (INCLUDING ANY CLAIM OR DEFENSE THAT THIS SECTION 7.17(A) WOULD OTHERWISE REQUIRE TO BE
ASSERTED IN A LEGAL PROCEEDING IN A NEW YORK COURT) IN ANY SUCH ACTION OR PROCEEDING.


 






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


 


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


 


Section 7.19      
Intercreditor Agreement. This Agreement is the “Cash Flow Intercreditor Agreement” referred to in the Original
Cash Flow Indenture, the Initial Junior Priority Credit Facility and each Additional Credit Facility. Nothing in this Agreement shall
be deemed to subordinate the right of any Junior Priority Secured Party to receive payment to the right of any Senior Priority Secured
Party (whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall
effectuate a subordination of Liens as between the Senior Priority Secured Parties, on the one hand, and the Junior Priority Secured Parties,
on the other hand, but not a subordination of Indebtedness.


 


Section 7.20      
No Warranties or Liability. Each Party acknowledges and agrees that none of the other Parties has made any representation
or warranty with respect to the execution, validity, legality, completeness, collectability or enforceability of any other Cash Flow
Document, any other Initial Junior Priority Document or any other Additional Document. Except as otherwise provided in this Agreement,
each Party will be entitled to manage and supervise its respective extensions of credit to any Credit Party in accordance with law and
their usual practices, modified from time to time as they deem appropriate.


 






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Section 7.21      
Conflicts. In the event of any conflict between the provisions of this Agreement and the provisions of any Cash Flow Document,
any Initial Junior Priority Document or any Additional Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing,
in the event of any conflict between the Base Intercreditor Agreement and this Agreement, the provisions of the Base Intercreditor Agreement
shall control; provided, however, that as permitted by the Base Intercreditor Agreement this Agreement is intended to constitute
a separate writing altering the rights between the Senior Priority Creditors on the one hand and the Junior Priority Creditors on the
other hand. The parties hereto acknowledge that the terms of this Agreement are not intended to negate any specific rights granted to,
or obligations of, the Company or any other Credit Party in the Cash Flow Documents, the Initial Junior Priority Documents or any Additional
Documents.


 


Section 7.22      
Information Concerning Financial Condition of the Credit Parties. No Party has any responsibility for keeping any other
Party informed of the financial condition of the Credit Parties or of other circumstances bearing upon the risk of non-payment of the
Cash Flow Obligations, the Initial Junior Priority Obligations or any Additional Obligations, as applicable. Each Party hereby agrees
that no Party shall have any duty to advise any other Party of information known to it regarding such condition or any such circumstances.
In the event any Party, in its sole discretion, undertakes at any time or from time to time to provide any information to any other Party
to this Agreement, it shall be under no obligation (a) to provide any such information to such other Party or any other Party on
any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose
any other information.


 


Section 7.23        
Excluded Assets. For the avoidance of doubt, nothing in this Agreement (including Sections 2.1, 4.1, 6.1
and 6.9) shall be deemed to provide or require that any Agent or any Secured Party represented thereby receive any Proceeds of,
or any Lien on, any Property of any Credit Party that constitutes “Excluded Assets” under (and as defined in) the applicable
Credit Facility or any related Credit Document to which such Agent is a party.


 


Section 7.24         Concerning
the Agents. It is understood and agreed that each Agent is entering into this Agreement not in its individual capacity, but
solely in its capacity as collateral agent under the applicable Credit Documents. Each Agent shall not be personally liable
hereunder in its individual capacity except for its own gross negligence or willful misconduct in the performance of its duties and
obligations as expressly set forth herein, as determined in a final, non-appealable judgment of a court of competent jurisdiction,
and with respect to any discretionary rights or powers granted herein, shall have the right to request written instructions or
confirmation from such number or percentage of the applicable Secured Parties as such Agent shall deem appropriate. No Agent shall
have any liability or responsibility for the actions or omissions of any other Secured Party, or for any other Secured Party’s
compliance with (or failure to comply with) the terms of this Agreement. Notwithstanding anything to the contrary herein, any
obligation of any Agent to segregate, hold in trust, remit, transfer and/or pay over any amounts (a “Turnover
Amount”) in accordance with this Agreement, including, without limitation, Section 3.2 of this Agreement, shall be
subject to such Agent having actual knowledge of the Turnover Amount being in contravention of this Agreement and not having paid
out the Turnover Amount to another Secured Party in accordance with the applicable Credit Documents prior to acquiring such
knowledge. Nothing in this Agreement shall be construed to operate as a waiver by any Agent of the benefit of any rights,
privileges, protections, immunities, exculpations, or indemnities in its favor under the applicable Credit Documents and each Agent
shall be entitled to all such rights, privileges, protections, immunities, exculpations, or indemnities in connection with the
execution of this Agreement and in taking or omitting to take any actions hereunder.


 


[Signature pages follow]


 






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IN WITNESS WHEREOF, the Cash Flow Agent, on behalf
of itself and the Cash Flow Secured Parties, and the Initial Junior Priority Agent, on behalf of itself and the Initial Junior Priority
Creditors, have caused this Agreement to be duly executed and delivered as of the date first above written.


 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Cash Flow Agent




 


	 	By:	/s/ Karen Ferry




	 	 	Name: Karen Ferry




	 	 	Title: Vice President




 


	 	ALTER DOMUS (US) LLC, in its capacity as Initial Junior Priority Agent




 


	 	By:	/s/ Matthew Trybula




	 	 	Name: Matthew Trybula




	 	 	Title: Associate Counsel




 






    S-1 


     


    

 


ACKNOWLEDGMENT


 


Each Credit Party hereby acknowledges that it has
received a copy of this Agreement and consents thereto, agrees to recognize all rights granted thereby to the Cash Flow Agent, the Cash
Flow Secured Parties, the Initial Junior Priority Agent, the Initial Junior Priority Creditors, any Additional Agent and any Additional
Credit Facility Secured Parties, and will not do any act or perform any obligation which is not in accordance with the agreements set
forth in this Agreement.


 


CREDIT PARTIES:


	 	LANNETT COMPANY, INC.




 


	 	By:	/s/ Timothy C. Crew




	 	 	Name:    Timothy C. Crew




	 	 	Title:      Chief Executive Officer




 


	 	LANNETT HOLDINGS, INC.




 


	 	By:	/s/ Robert Ehlinger




	 	 	Name:    Robert Ehlinger




	 	 	Title:      President




 


	 	CODY LABORATORIES, INC.




 


	 	By:	/s/ John M. Abt




	 	 	Name:    John M. Abt




	 	 	Title:      President




 


	 	SILARX PHARMACEUTICALS, INC.




 


	 	By:	/s/ Neha Desai-Jimenez




	 	 	Name:    Neha Desai-Jimenez




	 	 	Title:      President and Director of Operations




 


	 	KREMERS URBAN PHARMACEUTICALS INC.




 


	 	By:	/s/ Grant Brock




	 	 	Name:    Grant Brock




	 	 	Title:      President




 




    S-2 


     


    

 


EXHIBIT A 


 


ADDITIONAL INDEBTEDNESS DESIGNATION


 


DESIGNATION dated as of _______ __, 20__, by [LANNETT
COMPANY, INC.]1 (the “Company”).
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Cash Flow Intercreditor Agreement
(as amended, restated, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”)
entered into as of April 22, 2021, among WILMINGTON TRUST, NATIONAL ASSOCIATION in its capacity as collateral agent (together with
its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Cash
Flow Agent”) for the Cash Flow Secured Parties[,][and] ALTER DOMUS (US) LLC, in its capacity as collateral agent (together with
its successors and assigns in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Initial
Junior Priority Agent”) for the Initial Junior Priority Secured Parties[and [                 ], as Additional Agent for the Additional Credit
Facility Creditors under the [describe applicable Additional Credit Facility]].2
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


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


 


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


 


Section 1. Representations and Warranties.
The Company hereby represents and warrants to the Cash Flow Agent, the Initial Junior Priority Agent, and any Additional Agent that:


 


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


 


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


 


Section 2. Designation of Additional Indebtedness.
The Company hereby designates such Additional Indebtedness as Additional Indebtedness under the Intercreditor Agreement and such Additional
Indebtedness shall constitute [Senior Priority Debt]/[Junior Priority Debt].


 





 









 


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



 


	2	Revise as appropriate to refer to any successor Cash Flow
Agent or Initial Junior Priority Agent and to add reference to any previously added Additional Agent.



 


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



 






    Ex. A-1


     


    

 


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


 


	 	[COMPANY]




 


	 	By:	




	 	 	Name:




	 	 	Title:




 






    Ex. A-2


     


    




 


EXHIBIT B


 


ADDITIONAL INDEBTEDNESS JOINDER


 


JOINDER, dated as of _______________, 20__, among
[COMPANY]4 (“Company”),
WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity
from time to time, and as further defined in the Intercreditor Agreement, the “Cash Flow Agent”)5
for the Cash Flow Secured Parties, ALTER DOMUS (US) LLC, in its capacity as collateral agent (together with its successors and assigns
in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Initial Junior Priority Agent”)6
for the Initial Junior Priority Secured Parties, [list any previously added Additional Agent] and [insert name of each Additional Agent
under any Additional Credit Facility being added hereby as party] and any successors or assigns thereof, to the Cash Flow Intercreditor
Agreement, dated as of April 22, 2021 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Intercreditor
Agreement”) among the Cash Flow Agent, [and] the Initial Junior Priority Agent [and (list any previously added Additional Agent)].
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference is made to that certain [insert name
of Additional Credit Facility], dated as of _______ __, 20__ (the “Additional Credit Facility”), among [list any applicable
Grantor], [list any applicable Additional Credit Facility Secured Parties (the “Joining Additional Creditors”)] [and
insert name of each applicable Additional Agent (the “Joining Additional Agent”)].7


 


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


 


Accordingly, [the Joining Additional Agent, for
itself and on behalf of the Joining Additional Creditors,]8
hereby agrees with the Cash Flow Agent, the Initial Junior Priority Agent and any other Additional Agent party to the Intercreditor Agreement
as follows:


 


Section 1. Agreement
to be Bound. The [Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]9 hereby
agrees to be bound by the terms and provisions of the Intercreditor Agreement and shall, as of the Additional Effective Date with
respect to the Additional Credit Facility, be deemed to be a party to the Intercreditor Agreement.


 





 



 





4             
Revise as appropriate to refer to any permitted successor or assign.


 


5              Revise
as appropriate to refer to any successor Cash Flow Agent.


 


6              Revise
as appropriate to refer to any successor Initial Junior Priority Agent.


 


7             
Revise as appropriate to refer to the relevant Additional Credit Facility, Additional Credit Facility Secured Parties and any Additional
Agent.


 


8              Revise
as appropriate to refer to any Additional Agent being added hereby and any Additional Credit Facility Secured Parties represented thereby.


 


9             
Revise references throughout as appropriate to refer to the party or parties being added.


 






    Ex. B-1


     


    

 


Section 2. Recognition of Claims. The Cash
Flow Agent (for itself and on behalf of the Cash Flow Secured Parties), the Initial Junior Priority Agent (for itself and on behalf of
the Initial Junior Priority Secured Parties) and [each of] the Additional Agent[s](for itself and on behalf of any Additional Credit Facility
Secured Parties represented thereby) hereby agree that the interests of the respective Creditors in the Liens granted to the Cash Flow
Agent, the Initial Junior Priority Agent, or any Additional Agent, as applicable, under the applicable Credit Documents shall be treated,
as among the Creditors, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement, and shall at all times be
allocated among the Creditors as provided therein regardless of any claim or defense (including any claims under the fraudulent transfer,
preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting the rights of creditors generally)
to which the Cash Flow Agent, the Initial Junior Priority Agent, any Additional Agent or any Creditor may be entitled or subject. The
Cash Flow Agent (for itself and on behalf of the Cash Flow Secured Parties), the Initial Junior Priority Agent (for itself and on behalf
of the Initial Junior Priority Creditors), and any Additional Agent party to the Intercreditor Agreement (for itself and on behalf of
any Additional Credit Facility Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Obligations
represented by the Additional Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Credit
Facility or other applicable Additional Documents are invalid or not enforceable in accordance with their terms as a result of the circumstances
surrounding the incurrence of such obligations. The [Joining Additional Agent (for itself and on behalf of the Joining Additional Creditors]
(a) recognize[s] the existence and validity of the Cash Flow Obligations and the existence and validity of the Initial Junior Priority
Obligations10 and (b) agree[s] to refrain
from making or asserting any claim that the Cash Flow Credit Agreement, the Initial Junior Priority Credit Facility or other Cash Flow
Documents or Initial Junior Priority Documents,11
as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence
of such obligations.


 


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


 


Section 4. Miscellaneous. THIS JOINDER
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR
RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.


 


[Add Signatures]


 





 



 





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


 


11          
Add reference to any previously added Additional Credit Facility and related Additional Documents as appropriate.


 









    Ex. B-2


     


    

 


EXHIBIT C


 


[CASH FLOW CREDIT AGREEMENT][INITIAL JUNIOR PRIORITY
CREDIT FACILITY]

 JOINDER


 


JOINDER, dated as of _______________, 20__, among
WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns in such capacity
from time to time, and as further defined in the Intercreditor Agreement, the “Cash Flow Agent”)12
for the Cash Flow Secured Parties, ALTER DOMUS (US) LLC, in its capacity as collateral agent (together with its successors and assigns
in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “Initial Junior Priority Agent”)13
for the Initial Junior Priority Secured Parties, [list any previously added Additional Agent] and [insert name of additional Cash Flow
Secured Parties, Cash Flow Agent, Initial Junior Priority Secured Parties or Initial Junior Priority Agent, as applicable, being added
hereby as party] and any successors or assigns thereof, to the Cash Flow Intercreditor Agreement, dated as of April 22, 2021 (as amended,
restated, supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) among the Cash
Flow Agent14, [and] the Initial Junior Priority
Agent15 [and (list any previously added
Additional Agent)]. Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor
Agreement.


 


Reference is made to that certain [insert name
of new facility], dated as of _______ __, 20__ (the “Joining [Cash Flow Credit Agreement][Initial Junior Priority Credit Facility]”),
among [list any applicable Credit Party], [list any applicable new Cash Flow Secured Parties or new Initial Junior Priority Secured Parties,
as applicable (the “Joining [Cash Flow][Initial Junior Priority] Secured Parties”)] [and insert name of each applicable
Agent (the “Joining [Cash Flow][Initial Junior Priority] Agent”)].16


 


The Joining [Cash Flow][Initial Junior Priority]
Agent, on behalf of the Joining [Cash Flow][Initial Junior Priority]17
Secured Parties, hereby agrees with the Company and the other Grantors, the [Cash Flow][Initial Junior Priority] Agent and any other Additional
Agent party to the Intercreditor Agreement as follows:


 


Section 1. Agreement
to be Bound.18 The Joining [Cash
Flow][Initial Junior Priority] Agent, on behalf of itself and the Joining [Cash Flow][Initial Junior Priority] Secured Parties,]
hereby agrees to be bound by the terms and provisions of the Intercreditor Agreement and shall, as of the date hereof, be deemed to
be a party to the Intercreditor Agreement as [the][a] [Cash Flow][Initial Junior Priority] Agent. As of the date hereof, the Joining
[Cash Flow Credit Agreement][Initial Junior Priority Credit Facility] shall be deemed [the][a] [Cash Flow Credit Agreement][Initial
Junior Priority Credit Facility] under the Intercreditor Agreement, and the obligations thereunder are subject to the terms and
provisions of the Intercreditor Agreement.


 





 



 





	12	Revise as appropriate to refer to any successor Cash Flow
Agent.



 


	13	Revise as appropriate to refer to any successor Initial Junior
Priority Agent.



 


	14	Revise as appropriate to describe predecessor Cash Flow Agent
or Cash Flow Secured Parties, if joinder is for a new Cash Flow Credit Agreement.



 


	15	Revise as appropriate to describe predecessor Initial Junior
Priority Agent or Initial Junior Priority Secured Parties, if joinder is for a new Initial Junior Priority Credit Facility.



 


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



 


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



 


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



 






     


     


    




 


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


 


Section 3. Miscellaneous. THIS JOINDER
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR
RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION.


 


[ADD SIGNATURES]


 



    Ex. B-2