Exhibit 10.81


 


EXECUTION
VERSION


 


SECOND LIEN CREDIT AND GUARANTY AGREEMENT



dated as of April 22, 2021

among



LANNETT COMPANY, INC.,

as the Borrower,



CERTAIN SUBSIDIARIES OF THE BORROWER,

as Guarantors,



THE LENDERS PARTY HERETO,



and


 


ALTER DOMUS (US) LLC

as Administrative Agent and Collateral Agent


 


——————————————————————————


 


$190,000,000 Second Lien Term Loans


 


——————————————————————————


 






     


     


    

 


TABLE OF CONTENTS


 


Page


 




	SECTION 1.	DEFINITIONS AND INTERPRETATION 	2



	1.1	Definitions	2
	1.2	Accounting Terms	56
	1.3	Interpretation, Etc.	57
	1.4	[Reserved]	57
	1.5	Rounding	57
	1.6	References to Agreements and Laws	57
	1.7	Times of Day	58
	1.8	Timing of Payment or Performance	58
	1.9	Limited Condition Acquisitions	58
	1.10	Pro Forma Calculations	58
	1.11	Calculation of Baskets	59
	1.12	Divisions	60
	1.13	[Reserved]	60



	SECTION 2.	TERM LOANS 	60



	2.1	Term Loans	60
	2.2	[Reserved]	61
	2.3	[Reserved]	61
	2.4	Pro Rata Shares; Availability of Funds	61
	2.5	Evidence of Debt; Register;
    Disqualified Lenders; Lenders’ Books and Records; Notes	62
	2.6	Interest on Loans	64
	2.7	[Reserved]	64
	2.8	Default Interest	64
	2.9	Fees	65
	2.10	Scheduled Payments	65
	2.11	Voluntary Prepayments	65
	2.12	Mandatory Prepayments	65
	2.13	General Provisions Regarding Payments	67
	2.14	Ratable Sharing	68
	2.15	[Reserved]	69
	2.16	Increased Costs; Capital Adequacy	69
	2.17	Taxes; Withholding, Etc	70
	2.18	Mitigation Obligations; Replacement of a Lender	74
	2.19 	Reserved	75
	2.20	Warrants	75



	SECTION 3.	CONDITIONS PRECEDENT 	76



	3.1	Closing Date	76



 






     


     


    

 


	SECTION 4.	REPRESENTATIONS AND WARRANTIES 	79



	4.1	Organization; Powers	79
	4.2	Authorization	79
	4.3	Enforceability	79
	4.4	Governmental Approvals; Third-Party Consents	79
	4.5	Financial Statements	79
	4.6	[Reserved]	80
	4.7	Title to Properties	80
	4.8	Equity Interests and Ownership of Subsidiaries	80
	4.9	Litigation; Compliance with Laws	80
	4.10	Federal Reserve Regulations	81
	4.11	Investment Company Act	81
	4.12	Use of Proceeds	81
	4.13	Tax Returns	81
	4.14	Disclosure	81
	4.15	Employee Benefit Plans	82
	4.16	Environmental Matters	83
	4.17	Collateral Documents	83
	4.18	Insurance	84
	4.19	Solvency	85
	4.20	[Reserved]	85
	4.21	Intellectual Property	85
	4.22	Anti-Terrorism Laws	86
	4.23	Foreign Corrupt Practices Act	86
	4.24	[Reserved]	86
	4.25	Undisclosed Liabilities	86
	4.26	Labor Matters	87
	4.27	[Reserved]	87
	4.28	Shares of Stock	87



	SECTION 5.	AFFIRMATIVE COVENANTS 	89



	5.1	Existence; Material Properties	89
	5.2	Insurance	89
	5.3	Payment of Obligations	89
	5.4	Financial Statements, Reports, Etc.	90
	5.5	Litigation and Other Notices	91
	5.6	Compliance with Laws	92
	5.7	Maintaining Records; Access to Properties and Inspections	92
	5.8	Lender Calls	92
	5.9	Use of Proceeds	93
	5.10	Compliance with Environmental Laws	93
	5.11	Further Assurances; Additional Security	93
	5.12	Maintenance of Ratings	96
	5.13	Term Loan Priority Account	96



 






    ii 


     


    

 


	SECTION 6.	NEGATIVE COVENANTS 	96



	6.1	Indebtedness	96
	6.2	Liens	97
	6.3	Investments	 97
	6.4	Mergers, Consolidations and Sales of Assets	97
	6.5	Restricted Payments	101
	6.6	Transactions with Affiliates	105
	6.7	Business of the Borrower and its Restricted Subsidiaries	107
	6.8	Limitation on Modifications
    and Payments of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; Etc.	107
	6.9	Changes in Fiscal Year	110
	6.10	[Reserved]	110
	6.11	[Reserved]	110
	6.12	Term Loan Minimum Liquidity Covenant	110
	6.13	Subsidiaries	110
	6.14	Anti-Layering	111



	SECTION 7. 	GUARANTY 	111



	7.1	Guaranty of the Obligations	111
	7.2	Contribution by Guarantors	112
	7.3	Payment by Guarantors	112
	7.4	Liability of Guarantors Absolute	113
	7.5	Waivers by Guarantors	115
	7.6	Guarantors’ Rights of Subrogation, Contribution,
    Etc	115
	7.7	Subordination of Other Obligations	116
	7.8	Continuing Guaranty	116
	7.9	Authority of Guarantors or Borrower	116
	7.10	Financial Condition of Borrower	116
	7.11	Bankruptcy, Etc.	117



	SECTION 8.	EVENTS OF DEFAULT 	117



	8.1	Events of Default	117
	8.2	[Reserved]	120



	SECTION 9.	AGENTS 	120



	9.1	Authorization and Action	120
	9.2	Agent’s Reliance, Etc	123
	9.3	AD and its Affiliates	123
	9.4	Lender Credit Decision	124
	9.5	Indemnification of Agents	124
	9.6	Successor Agents	125
	9.7	[Reserved]	126
	9.8	Administrative Agent May File Proofs of Claim	126
	9.9	Collateral and Guaranty Matters	127
	9.10	Withholding	127
	9.11	Intercreditor Agreements	128
	9.12	Erroneous Payments	128
	9.13	Survival	130



 






    iii 


     


    

 


	SECTION 10.	MISCELLANEOUS 	130



	10.1	Notices; Communications	130
	10.2 	Survival of Agreement	131
	10.3 	Binding Effect	131
	10.4 	Successors and Assigns	132
	10.5	Expenses; Indemnity	138
	10.6	Right of Set-off	140
	10.7	Governing Law	140
	10.8	Waivers; Amendment	140
	10.9	Interest Rate Limitation	143
	10.10	Entire Agreement	143
	10.11	WAIVER OF JURY TRIAL	143
	10.12	Severability	143
	10.13	Counterparts	144
	10.14	Headings	144
	10.15	Jurisdiction; Consent to Service of Process	144
	10.16	Confidentiality	145
	10.17	Platform; Borrower Materials	146
	10.18	Release of Liens and Guarantees	148
	10.19	Judgment	149
	10.20	USA PATRIOT Act Notice	150
	10.21	Intercreditor Agreements	150
	10.22	Acknowledgements	151



 






    iv 


     


    

 


	APPENDICES:	A	Term Loan Commitments
	 	 	 
	SCHEDULES:	1.1(a)+	Guarantors
	 	1.1(d)+	Deposit Accounts, Securities Accounts, and Commodities Accounts
	 	4.4+	Filings, Governmental Approvals and Third Party Consents
	 	4.8+	Equity Interests
	 	4.9+	Actions, Suits and Proceedings
	 	4.16+	Environmental Matters
	 	4.18+	Insurance
	 	4.21+	Intellectual Property
	 	4.28+	Shares of Stock
	 	5.11+	Post-Closing Deliverables
	 	6.1+	Certain Indebtedness
	 	6.2+	Certain Restricted Payments
	 	6.3+	Certain Affiliate Transactions
	 	6.8+	Non-Permitted Encumbrances
	 	10.1+	Notice Addresses
	 	 	 
	EXHIBITS:	A	Funding Notice
	 	B	Term Loan Note
	 	C	Compliance Certificate
	 	D	Joinder Agreement
	 	E	Assignment Agreement
	 	F-1, F-2,

    F-3 and 

    F-4	U.S. Tax Compliance Certificates
	 	G	Solvency Certificate
	 	H	Affiliated Lender Assignment Agreement
	 	I	Second Lien Pledge and Security Agreement
	 	J	Prepayment Notice
	 	K	Mortgage
	 	L	Intra-Group Subordination Agreement
	 	M	Cash Flow Intercreditor Agreement
	 	N	ABL/Term Loan Intercreditor Joinder
	 	O	Warrant


 


+ This Schedule has been omitted pursuant to
Item 601(a)(5) of Regulation S-K.  The registrant undertakes to provide further information regarding such omitted materials
to the Commission upon request.


 






    v 


     


    





 


CREDIT AND GUARANTY
AGREEMENT


 


This CREDIT AND GUARANTY
AGREEMENT, dated as of April 22, 2021, is entered into by and among LANNETT COMPANY, INC., a Delaware corporation (as further
defined in Section 1.1, the “Borrower”), THE SUBSIDIARIES OF THE BORROWER, as Guarantors, the Lenders
party hereto from time to time, and ALTER DOMUS (US) LLC (“AD”), as the Administrative Agent (together with
its permitted successors in such capacity, “Administrative Agent”) and as the Collateral Agent (together with its
permitted successors in such capacity, “Collateral Agent”).


 


RECITALS:


 


WHEREAS, the Borrower
is a party to that certain Credit and Guaranty Agreement, dated as of November 25, 2015 (as amended, amended and restated, supplemented
or otherwise modified prior to the date hereof, the “Existing Term Loan Credit Agreement”), by and among the Borrower,
the lenders party thereto from time to time (the “Existing Term Loan Lenders”) and Alter Domus (US) LLC, as administrative
and collateral agent (in such capacities, the “Existing Term Loan Agent”), pursuant to which the Borrower incurred
$650.0 million aggregate principal amount of senior secured term loans (the “Existing Term Loans”); and


 


WHEREAS, pursuant that
certain Exchange Agreement, dated as of April 5, 2021 (together with all exhibits and appendices thereto, collectively, the “Exchange
Agreement”), by and among the Borrower and the Existing Lenders party thereto, (a) the Deerfield Lenders agreed to exchange
their Existing Term Loans in their entirety for (i) senior secured second lien term loans under this Agreement in an aggregate amount
equal to $140,000,000 (the “Deerfield Exchanged Term Loans”), plus (ii) cash (the “Exchange Cash Payment”)
in an amount equal to the difference, if any, between the outstanding principal amount of the Deerfield Lenders’ Existing Term
Loans on the Closing Date and the aggregate principal amount of the Deerfield Exchanged Term Loans on the Closing Date, plus (iii) cash
in an amount equal to all accrued and unpaid interest on such Lenders’ Existing Term Loans (the “Cash Interest Payment”),
in each case, on the terms and conditions set forth in the Exchange Agreement and this Agreement (the “Deerfield Exchange”),
(b) the BPC Lender (as successor by assignment from funds and accounts that are managed or advised by their common asset manager) agreed
to (i) exchange its Existing Term Loans in their entirety for senior secured second lien term loans under this Agreement in an aggregate
principal amount equal (x) to $43,774,742.51 (the “BPC Exchanged Term Loans” and collectively with the Deerfield Exchanged
Term Loans, the “Exchanged Term Loans”), plus (y) the Cash Interest Payment, in each case, on the terms and conditions
set forth in the Exchange Agreement and this Agreement (the “BPC Exchange” and together with the Deerfield Exchange,
the “Exchange”) and (ii) the BPC Lender agreed to provide additional senior secured second lien term loans in an aggregate
amount equal to $6,225,257.49 (the “Closing Date Term Loans”) on the terms and conditions set forth in the Exchange
Agreement and this Agreement, and (c) the obligations of the Borrower and the Lenders with respect to the Existing Term Loans (other
than to pay accrued and unpaid interest thereon in accordance with Section 2.1(c)) shall be cancelled, released and discharged;


 


 









    


     


    

 


WHEREAS, in order to
induce the Lenders to consummate the Exchange, each Lender will be issued its Pro Rata Share of warrants to purchase, in the aggregate
for all such warrants, up to 8,280,000 shares of common stock, par value $0.001 per share (“Common Stock”), of the
Borrower (the “Warrants”);


 


WHEREAS, Borrower desires
to secure all of the Obligations (other than those Obligations under the Warrant and the Registration Rights Agreement) by granting to
Collateral Agent, for the benefit of the Secured Parties, a second priority perfected Lien upon substantially all of its personal and
real property including all of the issued and outstanding Stock of its direct subsidiaries (in each case, other than Excluded Property);
and


 


WHEREAS, each of the
Credit Parties is willing to guaranty all of the Obligations (other than those Obligations under the Warrant and the Registration Rights
Agreement), and to grant to the Collateral Agent, for the benefit of the Secured Parties, a second priority perfected Lien upon all of
its respective personal and real property, including all of the issued and outstanding Stock of its direct subsidiaries (in each case,
other than Excluded Property);


 


WHEREAS, on or prior
to the Closing Date, the Borrower will issue and sell $350,000,000  aggregate principal amount of its 7.75% Senior Secured Notes
due 2026 (the “First Lien Notes”) pursuant to a Rule 144A and/or Regulation S offering, or other private
placement;


 


WHEREAS, on or prior
to the Closing Date, all Existing Term Loans and other outstanding amounts under the Existing Term Loan Credit Agreement will be refinanced
or repaid using the proceeds from the First Lien Notes, the Closing Date Term Loans and pursuant to the Exchange (the “Closing
Date Refinancing”); and


 


WHEREAS, on or prior
to the Closing Date, the Borrower will enter into an amendment to the Borrower’s existing Credit and Guaranty Agreement, dated
as of December 7, 2020 (the “Existing ABL Facility”), among the Borrower, certain subsidiary borrowers party thereto,
the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent (the
 “ABL Agent”) to increase the revolving commitments thereunder from $30,000,000 to $45,000,000 (the “ABL Amendment”
and the Existing ABL Facility as amended by the ABL Amendment, the “ABL Facility Agreement”).


 


NOW, THEREFORE, in consideration
of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


SECTION
1.         DEFINITIONS
AND INTERPRETATION


 


1.1        Definitions.
The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:


 


“ABL Agent”
as defined in the recitals hereto.


 


“ABL Amendment”
as defined in the recitals hereto.


 












    2


     


    

 


“ABL Facility”
means the revolving credit facility pursuant to the ABL Facility Agreement.


 


“ABL Facility Agreement”
as defined in the recitals hereto.


 


“ABL Facility Documents”
means the ABL Facility Agreement, the ABL/Term Loan Intercreditor Agreement and any other agreements, instruments and other documents
evidencing or governing the ABL Facility or entered into at any time in connection therewith, as the same may be amended, supplemented,
waived, otherwise modified, extended, renewed, refinanced or replaced, in whole or in part, from time to time.


 


“ABL Priority Collateral”
as defined in the ABL/Term Loan Intercreditor Agreement.


 


“ABL Obligations”
as defined in the ABL/Term Loan Intercreditor Agreement


 


“ABL/Term Loan Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of December 7, 2020 (the “Existing ABL/Term Loan Intercreditor
Agreement”), by and between ABL Agent and the Existing Term Loan Agent, as modified by the ABL/Term Loan Intercreditor Joinder
and further as amended, restated, supplemented or replaced from time to time in accordance with this Agreement.


 


“ABL/Term Loan Intercreditor
Joinder” means a joinder agreement to the Existing ABL/Term Loan Intercreditor Agreement, substantially in the form of Exhibit
N, to be delivered by the Agent(s) on the Closing Date pursuant to which the Term Loans shall be designated as “Additional
Term Indebtedness”.


 


“Administrative Agent”
as defined in the preamble hereto.


 


“Administrative Questionnaire”
means an administrative questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that
Person; provided that no Secured Party shall be deemed an Affiliate of the Borrower or any of its subsidiaries.


 


“Affiliated Lender
Assignment Agreement” as defined in Section 10.4(o)(i).


 


“Agent Fee Letter”
means that certain fee letter, dated as of April 22, 2021, by and among the Borrower and the Agents.


 


“Agents”
means the Administrative Agent and/or the Collateral Agent, as applicable.


 


“Aggregate Amounts
Due” as defined in Section 2.14.


 


“Aggregate Payments”
as defined in Section 7.2.


 












    3


     


    

 


“Agreement”
means this Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021 as it may be amended, restated, supplemented or otherwise
modified from time to time.


 


“AML Legislation”
as defined in Section 3.1(m).


 


“Anti-Terrorism
Laws” as defined in Section 4.22.


 


“Approved Fund”
as defined in Section 10.4(b)(i).


 


“Asset Sale”
means any sale, transfer or other disposition of any assets by the Borrower or any Restricted Subsidiary. Notwithstanding the foregoing,
none of the following shall constitute “Asset Sales”: (1) issuances of Equity Interests by the Borrower or (2) issuances
of Equity Interests by any subsidiary of the Borrower to the Borrower or any other subsidiary of the Borrower to the extent such issuances
do not result in a reduction of the percentage of such subsidiary directly or indirectly owned by the Borrower or such subsidiary.


 


“Assignment Agreement”
means, as applicable, an assignment and acceptance agreement substantially in the form of Exhibit E, with such amendments
or modifications as may be approved by the Administrative Agent.


 


“Assignor”
as defined in Section 10.4(b)(i).


 


“Attributable Debt”
in respect of a Sale and Lease-Back Transaction means, at the time of determination, the present value (discounted at the rate of interest
implicit in such transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included
in such Sale and Lease-Back Transaction (including any period for which such lease has been or may be extended).


 


“Authorized Agent”
as defined in Section 10.15(c)(i).


 


“Authorized Officer”
means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer,
president, vice president (or the equivalent thereof), chief financial officer, treasurer or controller of such Person or any other individual
designated (i) by the Board of Directors or member of such Person or (ii) in writing to the Administrative Agent
by an existing Authorized Officer of such Person as an authorized signatory of any document or certificate delivered hereunder.


 


“Bank Products Obligations”
of any Person means the obligations of such Person pursuant to 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, purchase
card, stored value card, non-card electronic payable or other similar services (including, without limitation, the processing of payments
and other administrative services with respect thereto), (c) cash management or related services (including, without limitation,
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
customary banking financial or treasury products or services as may be requested by the Borrower or any Restricted Subsidiary (other
than letters of credit and other than loans and advances and similar products except indebtedness arising from services described in
clauses (a) through (c) of this definition), including, for the avoidance of doubt, bank guarantees, in each case incurred in the ordinary
course of business consistent with past practice.


 






    4


     


    

 


“Bankruptcy Code”
means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.


 


“Bankruptcy Law”
means the Bankruptcy Code, or any similar federal or state law for the relief of debtors.


 


“Beneficiary”
means each Agent and each Lender.


 


“Board of Directors”
means (i) with respect to a corporation, the board of directors of such corporation or any duly authorized committee thereof;
(ii) in the case of a limited liability company, the board of directors or managers, manager or managing member of such Person
or duly authorized committee thereof; (iii) in the case of a partnership, the general partner of such Person or duly authorized
committee thereof; and (iv) with respect to any other entity, the board of directors or similar body of the general partner
or managers of such entity or any duly authorized committee thereof.


 


“Board of Governors”
means the Board of Governors of the United States Federal Reserve System, or any successor thereto.


 


“Borrower”
as defined in the preamble hereto. In the event the Borrower consummates any merger, amalgamation or consolidation in accordance with
Section 6.4, the surviving Person in such merger, amalgamation or consolidation shall be deemed to be the “Borrower”
for all purposes of this Agreement and the other Credit Documents.


 


“Borrower Materials”
as defined in Section 10.17.


 


“BPC Exchange”
as defined in the recitals hereto.


 


“BPC Exchanged Term
Loans” as defined in the recitals hereto.


 


“BPC Lender”
means BPC Lending II LLC.


 


“Business Day”
means any day excluding Saturday, Sunday and any day on which banking institutions are authorized or required by law or other governmental
action to close in New York, New York.


 






    5


     


    

 


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


 


“Cash Flow Intercreditor
Agreement” means that certain Intercreditor Agreement, dated as of the date hereof, by and between the First Lien Agent and
the Agent(s) substantially in the form of Exhibit M.


 


“Casualty Event”
means any settlement of, or payment in respect of, (i) any property or casualty insurance claim or (ii) any seizure,
condemnation, confiscation or taking under the power of eminent domain or expropriation of, requisition of title to or use of, or any
similar event in respect of, or proceeding relating to, any asset of the Borrower or any Restricted Subsidiary.


 


“Cash Interest Payment”
as defined in the recitals hereto.


 


“CFC” means
a “controlled foreign corporation” as defined in Section 957 of the Internal Revenue Code.


 






    6


     


    

 


“Change in Law”
means (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule or
regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance
by any Lender (or, for purposes of Section 2.16, by any lending office of such Lender or by such Lender’s holding company,
if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority, made
or issued after the Closing Date; provided, however, that, notwithstanding anything herein to the contrary, (x) all
requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection
Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (y) all
requests, rules, guidelines or directives promulgated under or in connection with, all interpretations and applications of, and any compliance
by a Lender with any request or directive relating to International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III,
shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, amended or issued, but only
to the extent such rules, regulations, or published interpretation, written requests, guidelines or directives are applied to the Borrower
and its subsidiaries by the Administrative Agent or any Lender in substantially the same manner as applied to other similarly situated
borrowers under comparable syndicated credit facilities, including, without limitation, for purposes of Section 2.16.


 


“Change of Control”
means the earliest to occur of:


 


(a)          any
 “Person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect
on the Closing Date) shall become beneficial owner, directly or indirectly, of more than 50% of the then outstanding voting stock of
(i) so long as the Borrower is a wholly owned subsidiary of any Parent Holding Company, the Relevant Parent Entity or (ii) otherwise,
the Borrower; or


 


(b)         any
 “change of control” or similar event under any Indebtedness which constitutes Material Indebtedness shall occur.


 


“Charges”
as defined in Section 10.9.


 


“Closing Date”
means first date on which all of the conditions set forth in Section 3.1 are satisfied or waived.


 


“Closing Date Intercreditor
Agreements” means the ABL/Term Loan Intercreditor Agreement and the Cash Flow Intercreditor Agreement.


 


“Closing Date Refinancing”
as defined in the recitals hereto.


 


“Closing Date Term
Commitment” means, as to the BPC Lender, its obligation to extend Closing Date Term Loans to the Borrower pursuant to Section 2.1(a)
in an aggregate principal amount not to exceed $6,225,257.49.


 


“Closing Date Term
Loans” as defined in the recitals hereto.


 









    7


     


    

 


“Collateral”
means all of the property and assets of the Credit Parties, now owned or hereafter acquired, upon which a Lien is purported to be granted
by any Collateral Document.


 


“Collateral Agent”
as defined in the preamble hereto.


 


“Collateral and Guarantee
Requirement” means the requirement that:


 


(a)       on
the Closing Date, the Collateral Agent shall have received from each Credit Party, a counterpart of the Second Lien Pledge and Security
Agreement duly executed and delivered on behalf of such Credit Party;


 


(b)       on
the Closing Date, (i) the Collateral Agent shall have received subject to the exceptions (if any) set forth in the Second
Lien Pledge and Security Agreement, a pledge of all the issued and outstanding Equity Interests of each subsidiary of the Borrower and
of each Guarantor and (ii) the Collateral Agent (or a designated bailee thereof) shall have received all certificates or
other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect
thereto endorsed in blank;


 


(c)       (i) on
the Closing Date, all Indebtedness of the Borrower and each Subsidiary of the Borrower having, in the case of each instance of Indebtedness,
an aggregate principal amount in excess of $5.0 million (other than (A) intercompany current liabilities incurred in
the ordinary course of business in connection with the cash management operations of the Borrower and its subsidiaries or (B) to
the extent that a pledge of such promissory note or instrument would violate applicable law) that is owing to any Credit Party shall
be evidenced by a promissory note or an instrument and shall have been pledged pursuant to the Second Lien Pledge and Security Agreement
(or other applicable Collateral Document as reasonably required by the Collateral Agent); and (ii) the Collateral Agent (or a
designated bailee thereof) shall have received all such promissory notes or instruments, together with note powers or other instruments
of transfer with respect thereto endorsed in blank; provided that prior to the Discharge of Senior Priority Obligations, the requirement
to deliver any such promissory notes or instruments, together with note powers or other instruments of transfer with respect thereto
endorsed in blank (collectively, the “Debt Transfer Documents”) to the Collateral Agent (or a designated bailee thereof)
shall be deemed satisfied by the delivery of such Debt Transfer Documents to the Senior Priority Representative (as such term is defined
in the Cash Flow Intercreditor Agreement) in accordance with the Cash Flow Intercreditor Agreement; provided, further that
if any such Debt Transfer Documents cannot be provided on the Closing Date after the Borrower’s use of commercially reasonable
efforts to do so and without undue burden or expense to the Borrower, then such Debt Transfer Documents shall not be required to be delivered
until the 90th day following the Closing Date (or on such later date as the Administrative Agent may agree to in its reasonable
discretion);


 


(d)       in
the case of any Person that becomes or is required to become a Credit Party after the Closing Date, the Collateral Agent shall have received
a Joinder Agreement and supplements to the Second Lien Pledge and Security Agreement and the other applicable Credit Documents, in each
case, substantially in the form specified therein, duly executed and delivered on behalf of such Credit Party and in accordance with
Section 5.11;


 









    8


     


    

 


(e)       after
the Closing Date, subject to the exceptions set forth in the Second Lien Pledge and Security Agreement, (i) all the outstanding
Equity Interests of (A) any Person that becomes a Credit Party after the Closing Date and (B) subject to Section 5.11(c),
all the Equity Interests that are acquired by a Credit Party after the Closing Date, shall have been pledged pursuant to the Second Lien
Pledge and Security Agreement; and (ii) the Collateral Agent (or a designated bailee thereof) shall have received all certificates
or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments of transfer with respect
thereto endorsed in blank, to the extent required by the Second Lien Pledge and Security Agreement; provided that prior to the
Discharge of Senior Priority Obligations, the requirement to deliver such certificates or other instruments representing Equity Interests,
together with stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Equity
Transfer Documents”) to the Collateral Agent (or a designated bailee thereof) shall be deemed satisfied by the delivery of
such Equity Transfer Documents to the Senior Priority Representative (as such term is defined in the Cash Flow Intercreditor Agreement)
in accordance with the terms of the Cash Flow Intercreditor Agreement;


 


(f)       except
as otherwise contemplated by the Collateral Documents, all documents and instruments, including UCC financing statements, filings with
the United States Patent and Trademark Office, filings with the United States Copyright Office, and all other instruments reasonably
requested by the Collateral Agent or the Requisite Lenders to be filed, registered, recorded or delivered to create the Liens intended
to be created by the Collateral Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required
by, and with the priority required by, the Collateral Documents, shall have been delivered to the Collateral Agent (or a designated bailee
thereof) for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such
Collateral Document; provided that if any such documents or instruments (other than documents or instruments with respect to Filing
Collateral or Possessory Collateral) cannot be provided on the Closing Date after the Borrower’s use of commercially reasonable
efforts to do so and without undue burden or expense to the Borrower, then such documents and instruments shall not be required to be
delivered until the 90th day following the Closing Date (or on such later date as the Administrative Agent may agree to in
its reasonable discretion);


 


(g)       except
as otherwise contemplated by any Collateral Document, each Credit Party shall have obtained all consents and approvals required to be
obtained by it in connection with (i) the execution and delivery of all Collateral Documents (or supplements thereto) to
which it is a party and the granting by it of the Liens thereunder and (ii) the performance of its obligations thereunder;


 


(h)       after
the Closing Date, the Collateral Agent shall have received (i) such other Collateral Documents as may be required to be delivered
pursuant to Section 5.11 and (ii) upon reasonable request by the Collateral Agent or the Requisite Lenders, evidence
of compliance with any other requirements of Section 5.11; and


 


(i)       within
90 days of the Closing Date (subject to extensions to be agreed upon by the Requisite Lenders in their reasonable discretion), the Credit
Parties shall deliver fully executed Control Agreements covering the Credit Parties’ deposit accounts, securities accounts and
commodities accounts (other than Excluded Accounts) set forth on Schedule 1.1(d) hereto.


 






    9


     


    

 


The foregoing definition shall
not require, and the Credit Documents shall not contain any requirements as to, the creation or perfection of pledges of or security
interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals or taking other actions with respect
to, any Excluded Property. The Requisite Lenders may grant extensions of time for the perfection of security interests in or the delivery
of the Mortgages and the obtaining of title insurance, surveys, abstracts and appraisals with respect to particular assets and the delivery
of assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Credit Parties
on such date) where they reasonably determine, in consultation with the Borrower, that perfection cannot be accomplished without undue
effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.


 


Notwithstanding anything to
the contrary in the Credit Documents, there shall be no requirement for (and no Default or Event of Default under the Credit Documents
shall arise out of the lack of) (a) [reserved], (b) notices to account debtors or other contractual third parties
prior to the occurrence and during the continuance of an Event of Default, (c) perfection (except to the extent perfected
through the filing of Uniform Commercial Code financing statements) with respect to letter of credit rights and commercial tort claims
or (d) actions required to create or perfect security interests in any assets in jurisdictions other than the United States
(which, for clarity, means that there will be no requirement to make any filings to perfect any security interest in intellectual property
registered in any non-U.S. jurisdiction, but does not exclude any obligation to make any filings, if applicable, as may be necessary
to perfect a security interest with respect to any U.S. registered trademark or U.S. trademark application by making a filing with the
World Intellectual Property Organization), it being understood that there shall be no security agreements or pledge agreements governed
under the Laws of any non-U.S. jurisdiction.


 


Notwithstanding anything to
the contrary in the Credit Documents, (i) in no event will any Person guarantee the obligations under the First Lien Notes or
the ABL Facility without also guaranteeing the Obligations hereunder and (ii) in no event will any Liens securing the First Lien
Notes or the ABL Facility not also secure the Obligations hereunder, in each case subject to the lien priorities set forth in the Intercreditor
Agreements.


 


“Collateral Documents”
means the Second Lien Pledge and Security Agreement, any Mortgages, and all other instruments, documents and agreements delivered by
or on behalf of any Credit Party pursuant to Section 5.11 that creates or perfects, or purports to create or perfect, in favor of,
Collateral Agent, for the benefit of Secured Parties, a Lien on any property of that Credit Party as security for the Obligations, in
each case, as amended, supplemented, waived or otherwise modified from time to time.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 









    10


     


    

 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit C or another form as may be agreed by the Borrower and Requisite
Lenders from time to time.


 


“Consolidated Adjusted
EBITDA” means, for any period, the Consolidated Net Income of the Borrower and its Restricted Subsidiaries determined on a
consolidated basis for such period for which financial statements are available, which may include internal financial statements prepared
in good faith by the Borrower:


 


(a)          increased,
in each case (other than with respect to clause (xi) below) to the extent deducted (and not added back) in Consolidated Net Income,
and in each case, without duplication with any other item described in this clause (a) or any item excluded pursuant to the definition
of Consolidated Net Income, by:


 


(i)           provision
for Taxes based on income or profits or capital, including state, provincial, franchise, excise and similar Taxes and foreign withholding
Taxes of such Person paid or accrued, including any penalties and interest relating to any Tax examinations; plus


 


(ii)          Consolidated
Interest Expense for such period; plus


 


(iii)         depreciation
and amortization expense of such Person for such period; plus


 


(iv)         extraordinary,
non-recurring, unusual or exceptional losses, charges and expenses; plus


 


(v)          losses,
charges and expenses relating to the Transactions regardless of when paid (including, without limitation, the write-off of deferred financing
fees capitalized on the balance sheet corresponding to the Existing Term Loan Credit Agreement, the ABL Facility and the First Lien Notes,
any financial advisory fees, filing fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket
expenses and other fees, discounts and commissions, including with regard to arranging or syndication); plus


 


(vi)        (A) actual
expenses, costs and charges related to business optimization, relocation or integration; (B) actual expenses, costs and charges
related to Permitted Acquisitions after the Closing Date and (C) severance and other restructuring charges actually incurred;
plus


 


(vii)         losses,
charges and expenses relating to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than
in the ordinary course of business (in each case whether or not consummated), as determined in good faith by Borrower; plus


 


(viii)       
losses, charges and expenses attributable to disposed or discontinued operations and losses, charges and expenses related to the
disposal of disposed, abandoned, closed or discontinued operations; plus


 









    11


     


    

 


(ix)           losses,
charges and expenses attributable to the early extinguishment or conversion of Indebtedness, Hedge Agreements or other derivative instruments
(including deferred financing expenses written off and premiums paid); plus


 


(x)           charges,
expenses and fees incurred, including financial advisory, accounting, auditor, legal and other consulting and advisory fees or other
filing fees and expenses, or any amortization thereof, in connection with any equity offering, acquisition, merger, amalgamation, investment,
recapitalization, asset disposition, incurrence or repayment of Indebtedness (including deferred financing expenses), refinancing transaction,
restructuring or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to
the Closing Date and any transaction undertaken but not completed) and any non-recurring charges and expenses (including non-recurring
merger or amalgamation expenses) incurred as a result of any such transaction; plus


 


(xi)          the
amount of “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith to
be realized as a result of specified actions (including, in connection with, mergers and other business combinations, acquisitions, divestitures,
and other transactions (including transactions described in clause (x) above)) taken or expected to be taken prior to or during such
period (which “run rate” cost savings, operating expense reductions or synergies shall be subject only to certification by
an Authorized Officer of the Borrower and shall be calculated on a Pro Forma Basis as though such cost savings, reductions or synergies
had been realized on the first day of the relevant period), net of the amount of actual benefits realized during such period from such
actions; provided that (A) such cost savings, reductions or synergies are reasonably identifiable and factually supportable, (B)
are in the good faith determination of the Borrower expected to be realized within 18 months after the date of such action, (C) the aggregate
amount of “run rate” cost savings, operating expense reductions and synergies included in Consolidated Adjusted EBITDA pursuant
to this paragraph (xi) during any Four Quarter Period shall not exceed 20.0% of Consolidated Adjusted EBITDA for such Four Quarter Period,
calculated after giving effect to any adjustment pursuant to this paragraph (xi); plus


 


(xii)         
net unrealized losses on Hedge Agreements and non-controlling interests; plus


 


(xiii)       
any other non-cash losses, charges and expenses, including any write offs or write downs, reducing Consolidated Net Income
for such period; plus


 


(xiv)        
[reserved];


 






    12


     


    

 


(b)         decreased
(in each case to the extent added in Consolidated Net Income), by (without duplication):


 


(i)            net
unrealized gains on Hedge Agreements and non-controlling interests; plus


 





(ii)           gains
relating to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course
of business; plus


 


(iii)          cash
payments during such period on account of accruals on or reserves added to Consolidated Adjusted EBITDA pursuant to clause (a) above;
plus


 


(iv)         non-cash
gains, excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges
that were deducted (and not added back) in the calculation of Consolidated Adjusted EBITDA for any prior period.


 


“Consolidated Current
Assets” means, as at any date of determination, the total assets of the Borrower and its Restricted Subsidiaries on a consolidated
basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, as of the most
recent date for which financial statements are available, which may include internal financial statements prepared in good faith by the
Borrower.


 


“Consolidated Current
Liabilities” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis at any date of determination,
all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted
Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness,
(b) accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is due and unpaid), (c) accruals
for current or deferred Taxes based on income or profits, (d) [reserved], (e) accruals of any costs or expenses
related to bonuses, pension and other post-retirement benefit obligations, and (f) accruals for add-backs to Consolidated
Adjusted EBITDA included in clauses (a)(v), (a)(vi), (a)(xi) and (a)(xii) of the definition thereof, as of the most recent date
for which for which financial statements are available, which may include internal financial statements prepared in good faith by the
Borrower.


 


“Consolidated Interest
Expense” means, with respect to any Person for any period, without duplication, the sum of:


 


(1)          the
consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted
(and not added back) in computing Consolidated Net Income, as determined on a consolidated basis in accordance with GAAP, including,
without limitation:


 


(a)          any
amortization of Indebtedness discount;


 


(b)          the
net payments (less net payments received) under any Hedge Agreement in respect of interest rate protection (including any amortization
of discounts, but excluding mark to market movements in the valuation of obligations pursuant to any Hedge Agreement);


 


(c)           the
interest portion of any deferred payment obligation;


 









    13


     


    

 


(d)       all
commissions, discounts and other fees and charges owed with respect to letters of credit or bankers’ acceptances; and


 


(e)       all
accrued interest;


 


(2)          the
interest component of Financing Lease Obligations (excluding, for the avoidance of doubt, any lease, rental or other expense in connection
with a lease that is not a Financing Lease Obligation) paid, accrued and/or scheduled to be paid or accrued by such Person and its Restricted
Subsidiaries during such period determined on a consolidated basis in accordance with GAAP; and


 


(3)          all
capitalized interest of such Person and its Restricted Subsidiaries for such period.


 


“Consolidated Net
Income” means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries determined on a consolidated
basis for such period; provided that, without duplication:


 


(a)          the
cumulative effect of a change in accounting principles shall be excluded;


 


(b)          the
net after-Tax effect of extraordinary, non-recurring, unusual or exceptional gains, losses, charges and expenses, including any
relating to or arising in connection with claims or litigation (including legal fees, settlements, judgments and awards), shall be excluded;


 


(c)           the
net after-Tax effect of gains, losses, charges and expenses (or amortization thereof) (in each case, whether realized or unrealized)
attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary
course of business, as determined in good faith the Borrower shall be excluded;


 


(d)          the
net after-Tax effect of gains, losses, charges and expenses attributable to disposed, discontinued, closed or abandoned operations
and any net after-Tax gains, losses, charges and expenses related to the disposal of disposed, abandoned, closed or discontinued
operations shall be excluded;


 


(e)          the
net after-tax effect of gains, losses, charges and expenses (or amortization thereof) attributable to the early extinguishment or
conversion of Indebtedness (or the repayment or refinancing thereof), Hedge Agreements or other derivative instruments (including deferred
financing expenses written off and premiums paid), or amendment or modification of any agreement or instrument relating to any Indebtedness
(in each case, whether or not completed, and including any such transaction consummated prior to the Closing Date) shall be excluded;


 


(f)          the
net income for such period of any Person that is accounted for by the equity method of accounting, shall be excluded; provided
that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid
to the Borrower or any Restricted Subsidiary thereof in such period in cash;


 









    14


     


    

 


(g)       the
effects of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in any
line item in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of recapitalization
accounting or purchase accounting, as the case may be, in connection with the Transaction, any acquisition or any joint venture investments
or the amortization or write off of any amounts thereof, net of Taxes, shall be excluded;


 


(h)       impairment
and amortization charges, asset write offs and write downs, including impairment and amortization charges, asset write offs and write
downs related to goodwill, intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change
in law or regulation, in each case, pursuant to GAAP shall be excluded;


 


(i)       non-cash
compensation charges and expenses, including any such charges and expenses arising from grants of stock appreciation or similar rights,
phantom equity, stock options, restricted stock, deferred stock or other rights or equity incentive programs and non-cash deemed
finance charges in respect of any pension liabilities or other provisions shall be excluded;


 


(j)       (i) charges
and expenses pursuant to any management equity plan, long-term incentive plan or stock option plan or any other management or employee
benefit plan or agreement, any stock subscription or shareholder agreement and (ii) charges, expenses, accruals and reserves
in connection with the rollover, acceleration or payout of Equity Interests held by management of the Borrower or any of the Restricted
Subsidiaries, in the case of each of (i) and (ii) above, to the extent that (in the case of any cash charges
and expenses) such charges, expenses, accruals and reserves are funded with cash proceeds contributed to the capital of the Borrower
or any Parent Holding Company or net cash proceeds of an issuance of Equity Interests (other than Redeemable Equity Interests) of the
Borrower or any direct or indirect parent of the Borrower shall be excluded;


 


(k)       any
non-cash loss, charge or expense relating to the incurrence of obligations in respect of an “earn out” or other similar
contingent obligations shall be excluded, but only for so long as such loss, charge or expense remains a non-cash contingent obligation;


 


(l)       to
the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Borrower has
made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the
extent that (i) such coverage is not denied by the applicable carrier or indemnifying party in writing within 270 days and
(ii) such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable
future period for any amount so added back to the extent not so reimbursed within 365 days), losses, charges, expenses, accruals and
reserves with respect to liability or casualty events or business interruption shall be excluded;


 


(m)       (i) non-cash
or unrealized gains or losses in respect of obligations under Hedge Agreements or any ineffectiveness recognized in earnings related
to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge
transactions, in each case, in respect of obligations under Hedge Agreements, and (ii) gains or losses resulting from currency
translation or transaction gains or losses related to currency re-measurements of Indebtedness (including gains or losses resulting
from (x) Hedge Agreements for currency exchange risk and (y) intercompany Indebtedness) and all other foreign
currency translation gains or losses to the extent such gains or losses are non-cash items shall be excluded;


 






    15


     


    

 


(n)       non-cash
interest charges on defined benefit, defined contribution or other pension plans shall be excluded;


 


(o)       any
expenses or charges to the extent paid by a third party that is not a Restricted Subsidiary on behalf of the Borrower or a Restricted
Subsidiary (and not required to be reimbursed), and any gain resulting from such payment, shall be excluded; and


 


(p)       the
net income (or loss) for such period of any Restricted Subsidiary (other than any of the Guarantors) shall be excluded to the extent
the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of
determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise
restricted by the operation or the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its equity holders; provided that Consolidated Net Income of the Borrower
will be increased by the amount of dividends or other distributions or other payments actually paid in cash to the Borrower or a Restricted
Subsidiary thereof in respect of such period, to the extent not already included therein.


 


“Consolidated Total
Assets” means, as of any date of determination and on a Pro Forma Basis for any acquisition or disposition or other Specified
Transaction that has been consummated on or prior to the date of determination, the total amount of all assets of the Borrower and its
Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the most recent date for which for which financial
statements are available, which may include internal financial statements prepared in good faith by the Borrower.


 


“Consolidated Total
Debt” means, as of any date of determination, the aggregate principal amount of, without duplication, all Indebtedness of the
Borrower and its Restricted Subsidiaries outstanding on such date and determined on a consolidated basis in accordance with GAAP consisting
of the types of Indebtedness set forth in clauses (i), (ii), (iii) and (v) of the definition of “Indebtedness”;
provided that, Consolidated Total Debt shall not include (i) Indebtedness in respect of letters of credit, except
to the extent of drawn and unreimbursed amounts thereunder and (ii) obligations under Hedge Agreements. For purposes hereof
any earn-out or similar obligations shall not constitute Consolidated Total Debt until such obligation becomes or would become a liability
on the consolidated balance sheet of the Borrower in accordance with GAAP.


 


“Consolidated Working
Capital” means, as of any date of determination, with respect to the Borrower and its Restricted Subsidiaries on a consolidated
basis, Consolidated Current Assets at such date of determination minus Consolidated Current Liabilities at such date of determination;
provided that, increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Consolidated
Current Assets or Consolidated Current Liabilities as a result of (i) any reclassification in accordance with GAAP of assets
or liabilities, as applicable, between current and non-current, (ii) the effects of purchase accounting; (iii) any
changes in fair value of derivative instruments, to the extent those changes are excluded from Consolidated Net Income due to hedge accounting
treatment of derivative instruments; or (iv) any acquisitions permitted pursuant to the terms hereof, of an operating or
geographical unit of a business or Persons by the Borrower or any of its Restricted Subsidiaries completed during such period.


 






    16


     


    

 


“Contingent Obligation”
means, with respect to any Person, any obligation of such Person guaranteeing any obligation that does not constitute Indebtedness (a
 “primary obligation”) of any other Person (the “primary obligor”) in any manner, whether directly
or indirectly, including any obligation of such Person, whether or not contingent, (1) to purchase any such primary obligation or
any property constituting direct or indirect security therefor, (2) to advance or supply funds (a) for the purchase or payment
of any such primary obligation or (b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor or (3) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against
loss in respect thereof.


 


“Continuing”
means, with respect to any default or event of default, that such default or event of default has not been cured or waived.


 


“Contributing Guarantors”
as defined in Section 7.2.


 


“Control Agreement”
means a tri-party deposit account, securities account or commodities account control agreement by and among the applicable Credit Party,
Administrative Agent and the applicable depository, securities intermediary or commodities intermediary, and each in form and substance
reasonably satisfactory in all respects to the Administrative Agent and the Borrower and in any event providing to the Administrative
Agent “control” of such deposit account, securities or commodities account within the meaning of the UCC.


 


“Convertible Notes”
the $86.25 million aggregate principal amount of 4.50% Convertible Senior Notes due 2026.


 


“Convertible Notes
Indenture” means the Indenture dated as of September 27, 2019, among the Borrower, as the issuer, the guarantors thereunder
and as trustee thereunder and pursuant to which the Convertible Notes have been issued.


 


“Credit Document”
means any of this Agreement, the Notes, if any, the Collateral Documents, the Intra-Group Subordination Agreement, the Closing Date Intercreditor
Agreements and any other Intercreditor Agreements (on and after the execution thereof), the Agent Fee Letter, the Warrants and the Registration
Rights Agreement, each as amended, restated, supplemented, or otherwise modified from time to time.


 









    17


     


    

 


“Credit Facilities”
means (i) the ABL Facility and (ii) any Refinancing Indebtedness incurred to refinance the ABL Facility in the form of an asset-based
revolving credit facility.


 


“Credit Parties”
means the Borrower and the Guarantors; each, individually, a “Credit Party”.


 


“Cumulative Credit”
means, as of any date of determination with respect to the applicable Cumulative Credit Reference Period, a cumulative amount (which
shall not be less than zero) equal to, without duplication:


 


(a)       


 


(i) 50% of Consolidated
Net Income (or, if Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Borrower accrued on a cumulative basis
during the Cumulative Credit Reference Period; provided that when measuring such amount (A) Consolidated Net Income will
be deemed not to be less than zero in any fiscal year and (B) Consolidated Net Income for any fiscal year will be deemed to be zero
until the financial statements required to be delivered pursuant to Section 5.4(a) for such fiscal year, and the related
Compliance Certificate required to be delivered pursuant to Section 5.4(c) for such fiscal year, have been received by the
Administrative Agent;


 


(ii)       the
aggregate amount of cash proceeds from the sale of Qualified Equity Interests of the Borrower (including upon exercise of warrants or
options or upon the conversion of Indebtedness of the Borrower or any Restricted Subsidiary owed to a Person other than a Restricted
Subsidiary) received by the Borrower after the Closing Date and at or prior to such time; provided that this clause (ii)
shall exclude sales of Redeemable Equity Interests; plus


 


(iii)       the
cumulative amount of (x) capital contributions made to the Borrower in cash or Cash Equivalents (other than proceeds from
the issuance of Redeemable Equity Interests and capital contributions made on or prior to the Closing Date) and (y) the fair
market value, as determined by the Borrower in good faith, of property or assets (other than cash) received by the Borrower as a capital
contribution, in each case after the Closing Date; plus


 


(iv)       an
amount equal to the net reduction in Investments made pursuant to clause (30) of the definition of “Permitted Investments”
in respect of any returns in cash, Cash Equivalents and assets (valued at the Fair Market Value thereof) (including dividends, interest,
distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by the Borrower or any
Restricted Subsidiary from such Investments after the Closing Date; plus


 


(v)       the
cumulative amount of mandatory prepayments declined by a Lender under Section 2.12(e) to the extent not used or required to make
other permitted prepayments of permitted Indebtedness; minus


 









    18


     


    

 


(b)       the
aggregate amount of any Investments made pursuant to clause (30) of the definition of “Permitted Investments”, any Restricted
Payments made pursuant to Section 6.5(a) and any payments or distributions in respect of any Junior Financing made pursuant to Section 6.8(a)(1)(d)
after the Closing Date and at or prior to such time.


 


“Cumulative Credit
Reference Period” means, with respect to any applicable date of measurement of the Cumulative Credit, the period commencing
on the last day of the fiscal quarter during which the Closing Date occurs, and ending on the last day of the most recent fiscal quarter
for which financial statements required to be delivered pursuant to Section 5.4(b), and the related Compliance Certificate required
to be delivered pursuant to Section 5.4(c), have been received by the Administrative Agent.


 


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


 


“Debt Issuances”
means, with respect to the Borrower or any Guarantor, one or more issuances after the Closing Date of Indebtedness for borrowed money.


 


“Debt Transfer Documents”
as defined in the definition of “Collateral and Guarantee Requirement”.


 


“Debtor Relief Laws”
means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, winding-up, reorganization or similar debtor relief laws of the United States applicable
jurisdictions from time to time in effect.


 


“Deerfield Exchange”
as defined in the recitals hereto.


 


“Deerfield Exchanged
Term Loans” as defined in the recitals hereto.


 


“Deerfield Lenders”
means, to the extent that such Persons are Lenders, Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P. and their respective
Affiliates.


 


“Default”
means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.


 


“Default Rate”
means an interest rate equal to the interest rate otherwise applicable to such Loan plus 2.0% per annum.


 


“Deposit Account”
means any deposit account (as such term is defined in Article 9 of the UCC).


 


“Designated Non-Cash
Consideration” means the Fair Market Value of non-cash consideration received by the Borrower or a Restricted Subsidiary in
connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to a certificate of an Authorized Officer
of the Borrower, setting forth the basis of such valuation less the amount of cash or Cash Equivalents received in connection with a
subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of
Designated Non-Cash Consideration will no longer be considered to be outstanding when it has been paid, redeemed or otherwise retired
or sold or otherwise disposed of in compliance with Section 2.12(a) but only to the extent of the actual amount of cash or Cash
Equivalents received by the Borrower from such payment, redemption, retirement, sale or other disposition.


 






    19


     


    

 


“Discharge”
means to repay, repurchase, redeem, defease or otherwise acquire, retire or discharge; and the term “Discharged” shall
have a correlative meaning.


 


“Discharge of Senior
Priority Obligations” as defined in the Cash Flow Intercreditor Agreement.


 


“Disinterested Directors”
means, with respect to any transaction that is subject to the requirements of Section 6.6, one or more members of the Board of Directors
of the Borrower, or one or more members of the Board of Directors of a Parent Holding Company, having no material direct or indirect
financial interest in or with respect to such Affiliate Transaction. A member of any such Board of Directors shall not be deemed to have
such a financial interest by reason of such member’s holding capital stock of the Borrower or any Parent Holding Company or any
options, warrants or other rights in respect of such capital stock.


 


“Disqualified Lenders”
means any of the Borrower’s competitors that have been specified to the Administrative Agent after the Closing Date by the Borrower
in writing at any time and from time to time and any of their respective affiliates (other than any bona fide debt funds) that are identified
in writing by the Borrower to the Administrative Agent from time to time.


 


“Distress Event”
means, with respect to any Person (a “Distressed Person”), a voluntary or involuntary case filed with respect to such
Distressed Person, under any debt relief law, or a custodian, conservator, receiver or similar official being appointed for such Distressed
Person or any substantial part of such Distressed Person’s assets, or such Distressed Person or any Person that directly or indirectly
controls such Distressed Person being subject to a forced liquidation, or such Distressed Person making a general assignment for the
benefit of creditors or being otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over
such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Distress Event shall not be deemed to have
occurred solely by virtue of the ownership or acquisition of any Equity Interests in any Person or any Person that directly or indirectly
controls such Person by a Governmental Authority or an instrumentality thereof.


 


“Distressed Person”
as defined in the definition of “Distress Event”.


 


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


 


“Dutch Auction”
means an auction of Term Loans conducted pursuant to Section 10.4(o) to allow a Purchasing Borrower Party to prepay Term Loans at
a discount to par value and on a non pro rata basis, in each case, in accordance with the applicable Dutch Auction Procedures.


 









    20


     


    

 


“Dutch Auction Procedures”
means, with respect to a purchase or prepayment of Term Loans by a Purchasing Borrower Party pursuant to Section 10.4(o), Dutch
auction procedures as reasonably agreed upon by such Purchasing Borrower Party and the Administrative Agent; provided, that the
Administrative Agent shall not be required to serve as auction agent for any Dutch auction procedures without its prior written consent.


 


“EDGAR”
as defined in Section 4.14(a).


 


“Eligible Assignee”
means any Person other than a natural Person that is (i) a Lender, an affiliate of any Lender or an Approved Fund (any two
or more Approved Funds being treated as a single Eligible Assignee for all purposes hereof), or (ii) a commercial bank, insurance
company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under
the Securities Act) and which extends credit or buys loans in the ordinary course of business; provided, no (a)  Credit
Party or Affiliate of a Credit Party shall be an Eligible Assignee (except assignments pursuant to Section 10.4(o)) and (b) Disqualified
Lender shall be an Eligible Assignee (except assignments pursuant to Section 10.4(i)).


 


“Employee Benefit
Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA)
which is or was sponsored, maintained or contributed to by, or required to be contributed by, the Borrower, any of its subsidiaries or
any of their respective ERISA Affiliates.


 


“Environmental Claim”
means any notice of violation, claim, action, suit, proceeding, demand, abatement order or other order (conditional or otherwise), by
any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation
of any Environmental Law; (ii) in connection with any Hazardous Materials Activity; or (iii) in connection with
any actual or alleged environmental damage, injury or harm.


 


“Environmental Laws”
means any and all current or future foreign or domestic, federal, provincial or state (or any subdivision of any of them) laws, statutes,
ordinances, orders, rules, or regulations relating to (i) environmental matters, including those relating to any Hazardous
Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) the
protection of human, plant or animal health from exposure to any Hazardous Materials, in any manner applicable to the Borrower or any
of its subsidiaries.


 


“Equity Interests”
in any Person means any and all shares, interests (including Preferred Interests), participations or other equivalents in the equity
(however designated) of such Person and any rights (other than Indebtedness securities convertible into an equity interest), warrants
or options to acquire an equity interest of such Person (in each case, other than royalties).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.


 


“ERISA Affiliate”
means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether
or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c)
of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within
the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i)
above or any trade or business described in clause (ii) above is a member.


 






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“ERISA Event”
means (i) a “reportable event” within the meaning of Section 4043(c) of ERISA and the regulations issued
thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived
by regulation); (ii) the failure to meet the minimum funding standard of Sections 412 and 430 of the Internal Revenue
Code and Sections 302 and 303 of ERISA with respect to any Pension Plan (whether or not waived in accordance with Section 412(c)
of the Internal Revenue Code and Section 302(c) of ERISA) or the failure to make by its due date a required installment under Section 430(j)
of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan;
(iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of
intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by
the Borrower, any of its subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing
sponsors or the termination of any such Pension Plan resulting in liability to the Borrower, any of its subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings
to terminate any Pension Plan, or the occurrence of any event or condition which constitutes grounds under Section 4042 of ERISA
for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability
on the Borrower, any of its subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA
or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of the Borrower, any of its subsidiaries
or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of
ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by the Borrower, any of its subsidiaries
or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) receipt
from the Internal Revenue Service of written notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to
be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code,
or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the
Internal Revenue Code; (ix) the imposition of a lien pursuant to Section 430(k) of the Internal Revenue Code or Section 303(k)
of ERISA or a violation of Section 436 of the Internal Revenue Code; or (x) any event with respect to any Non-U.S.
Plan which is similar to any event described in any of subsections (i) through (ix) hereof.


 


“Erroneous Payment”
as defined in Section 9.12(a).


 


“Event of Default”
means each of the conditions or events set forth in Section 8.1; provided that any requirement for the giving notice, the
lapse of time, or both, or any other condition, has been satisfied.


 






    22


     


    

 





“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 


“Exchange Agreement”
as defined in the recitals hereto.


 


“Exchange Cash Payment”
as defined in the recitals hereto.


 


“Exchanged Term Commitment”
means, as to each Lender, its obligation to consummate the Exchange pursuant to Section 2.1(a)(c) in the aggregate principal amount
equal to the amount set forth opposite such Lender’s name on Appendix A under the caption “Exchanged Term Commitment”.


 


“Exchanged Term Loans”
as defined in the recitals hereto.


 


“Excluded Accounts”
as defined in the Second Lien Pledge and Security Agreement.


 


“Excluded Amounts”
as defined in Section 2.12(g).


 


“Excluded Indebtedness”
means all Indebtedness not incurred in violation of Section 6.1.


 


“Excluded Property”
means “Excluded Assets,” as defined in the Second Lien Pledge and Security Agreement.


 


“Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any
obligation of a Credit Party hereunder, the following Taxes:


 


(a)       any
Taxes imposed on (or measured by) its net income (however denominated), net profits, net gains or franchise Taxes that (x) are
imposed by the country in which the applicable recipient is legally organized or any political subdivision thereof, or by the jurisdiction
under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which
its applicable lending office is located, in each case including any political subdivision thereof or (y) that are Other
Connection Taxes,


 


(b)       any
branch profits Taxes or any similar Tax (i) imposed by the United States of America, (ii) imposed by any other
jurisdiction described in clause (a) above or (iii) that is an Other Connection Tax,


 


(c)       any
withholding Tax that is attributable to the Administrative Agent’s or a Lender’s failure to comply with Section 2.17(c),


 


(d)       any
withholding Tax imposed by the United States on amounts payable by a Credit Party (or the Administrative Agent) in the case of a Lender,
to the applicable lending office of such Lender at the time such Lender becomes a party to this Agreement (other than pursuant to an
assignment request by the Borrower under Section 2.18(b)) or designates a new lending office, except in each case to the extent that,
pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changes its lending office and, in the case of the Administrative
Agent, to the Administrative Agent at the time it becomes a party to this agreement, except in the case of a successor Administrative
Agent to the extent amounts with respect to such Taxes were payable to the preceding Administrative Agent,


 






    23


     


    

 


(e)       [Reserved],


 


(f)       [Reserved],
and


 


(g)       any
U.S. withholding Taxes imposed under FATCA.


 


“Executive Order”
as defined in Section 4.22(a).


 


“Existing ABL Facility”
as defined in the recitals hereto.


 


“Existing ABL/Term
Loan Intercreditor Agreement” as defined in the definition of ABL/Term Loan Intercreditor Agreement.


 


“Existing Term Loan
Agent” as defined in the recitals hereto.


 


“Existing Term Loan
Credit Agreement” as defined in the recitals hereto.


 


“Existing Term Loan
Lenders” as defined in the recitals hereto.


 


“Existing Term Loans”
as defined in the recitals hereto.


 


“Fair Market Value”
means, with respect to any asset or property, the price of which could be negotiated in an arm’s-length transaction among non-Affiliates,
for cash, between a willing seller and a willing buyer, as determined in good faith by the Borrower.


 


“Fair Share”
as defined in Section 7.2.


 


“Fair Share Contribution
Amount” as defined in Section 7.2.


 


“FATCA”
means (a) Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended
or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations
or official interpretations thereof, (b) any agreements entered into pursuant to Section 1471(b)(1) of the Internal
Revenue Code, and (c) any intergovernmental agreement between the U.S. and any other jurisdiction which facilitates the implementation
of any law or regulation referred to in clause (a) above and any fiscal or regulatory legislation, rules or official administrative
practices adopted pursuant to any such intergovernmental agreement.


 


“FCPA” as
defined in Section 4.23.


 


“Federal Funds Effective
Rate” for any period, means a fluctuating interest rate per annum equal to, for each day during such period, the weighted average
of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States, as published on
the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal
funds brokers of recognized standing selected by it. If the Federal Funds Effective Rate is less than zero, it shall be deemed zero for
purposes of this Agreement.


 






    24


     


    

 


“Filing Collateral”
means any Lien in respect of assets in which such Lien may be perfected by the filing of a financing statement under the UCC.


 


“Financing Lease”
means any lease of property, real or personal, the obligations of the lessee in respect of which are required to be capitalized and accounted
for as a capitalized or financing lease (and not, for the avoidance of doubt, as an operating lease) on the balance sheet of such lessee
for financial reporting purposes in accordance with GAAP prior to the adoption of ASU No. 2016-02 by the Financial Accounting Standards
Board (and all calculations and deliverables under this Agreement shall be made or delivered, as applicable, based on GAAP as in effect
prior to such adoption). The Stated Maturity of any Financing Lease shall be the date of the last payment of rent or any other amount
due under the related lease.


 


“Financing Lease Obligations”
means an obligation under any Financing Lease.


 


“Financial Officer”
means, of any Person, the Chief Financial Officer, principal accounting officer, vice-president of finance, Treasurer, Assistant
Treasurer or Controller of such Person (and, in the case of the Borrower, shall also mean each Person performing similar duties as the
foregoing (including any director, manager or member of the Borrower)).


 


“First Lien Notes”
as defined in the recitals hereto.


 


“First Lien Notes
Indenture” means the Indenture dated the date hereof, among the Borrower, as the issuer, the guarantors thereunder and Wilmington
Trust, National Association, as trustee thereunder (the “First Lien Trustee”) and as collateral agent thereunder (the
 “First Lien Agent”), and pursuant to which the First Lien Notes have been issued.


 


“Fiscal Quarter”
means any of the quarterly accounting periods of the Borrower ending on March 31, June 30, September 30 and December 31.


 


“Fiscal Year”
means the twelve-month accounting period of the Borrower ending on June 30 of each year.


 


“Flood Hazard Property”
means any real estate asset located in the United States of America subject to a mortgage and located in an area designated by the Federal
Emergency Management Agency as having special flood or mud slide hazards.


 


“Foreign Subsidiary”
means any direct or indirect subsidiary of the Borrower which is not organized under the laws of the United States, any state thereof
or the District of Columbia.


 


“Four Quarter Consolidated
Adjusted EBITDA” means, as of any date of determination, the aggregate amount of Consolidated Adjusted EBITDA (calculated on
a Pro Forma Basis) for the Four Quarter Period (determined for any fiscal quarter (or portion thereof) ending prior to the Closing Date,
on a Pro Forma Basis to give effect to the transactions as if they had occurred at the beginning of such Four Quarter Period.


 






    25


     


    

 


“Four Quarter Period”
means, at any date of determination, the most recently completed four full fiscal quarters, treated as one period, for which financial
statements have been or are required to be delivered pursuant to Section 5.4 immediately preceding the date of the transaction (the
 “Transaction Date”) giving rise to the need to calculate the applicable financial measure.


 


“Funding Guarantors”
as defined in Section 7.2.


 


“Funding Notice”
means a notice substantially in the form of Exhibit A.


 


“GAAP” means,
subject to the provisions of Section 1.2, generally accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements
of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession
in the United States, as in effect from time to time.


 


“Governmental Authority”
means any applicable foreign or domestic, federal, state, provincial, territorial, municipal, supranational, national or other government,
governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof (which shall include,
without limitation, the European Central Bank and the Council of Ministers of the European Union) or any entity, officer or examiner
exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to any government or any
court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.


 


“guarantee”
means, as applied to any Indebtedness of another Person, (i) a guarantee (other than by endorsement of negotiable instruments for
collection in the ordinary course of business), direct or indirect, in any manner, of any part or all of such Indebtedness, (ii) any
direct or indirect obligation, contingent or otherwise, of a Person guaranteeing or having the effect of guaranteeing the Indebtedness
of any other Person in any manner and (iii) an agreement of a Person, direct or indirect, contingent or otherwise, the practical
effect of which is to assure in any way the payment (or payment of damages in the event of nonpayment) of all or any part of such Indebtedness
of another Person (and “guaranteed” and “guaranteeing” shall have meanings that correspond to the
foregoing).


 


“Guaranteed Obligations”
as defined in Section 7.1.


 


“Guarantor”
means each of the Borrower’s existing and future direct and indirect subsidiaries, in each case, unless and until such time as
the respective Guarantor is released from all of its obligations hereunder in accordance with the terms and provisions hereof; provided
that “Darmantest Laboratories” Limited Liability Company shall not be required to be a Guarantor so long as it does not
have assets with an aggregate value in excess of 0.2% of the Consolidated Total Assets or revenues representing in excess of 0.2% of
Consolidated Adjusted EBITDA. As of the Closing Date, the Guarantors are listed on Schedule 1.1(a).


 






    26


     


    

 


“Guaranty”
as defined in Section 7.1.


 


“Hazardous Materials”
means any chemical, material or substance, exposure to which is prohibited, limited, governed or regulated by any Governmental Authority
pursuant to any Environmental Law.


 


“Hazardous Materials
Activity” means any use, manufacture, possession, storage, holding, Release, threatened Release, discharge, placement, generation,
transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of the foregoing.


 


“Hedge Agreement”
means 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. For the avoidance of doubt, Hedge Agreements
shall be deemed to be entered into in the ordinary course of business and shall not be deemed speculative or entered into for speculative
purposes, in each case, if any Hedge Agreement is intended in good faith, at inception of execution, (A) to hedge or manage
the interest rate exposure associated with any debt securities or debt facilities of the Borrower or its Restricted Subsidiaries, (B) for
foreign exchange or currency exchange management or (C) to hedge any exposure that the Borrower or its Restricted Subsidiaries
may have to counterparties under other Hedge Agreements such that the combination of such Hedge Agreements is not speculative taken as
a whole.


 


“Hedging Obligations”
of any Person means the obligations of such Person pursuant to any Hedge Agreement entered into in the ordinary course of the Borrower’s
business.


 


“Immediate Family
Members” means with respect to any individual, such individual’s child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law (including adoptive
relationships), and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the
foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund
of which any such individual is the donor.


 


“Increased Amount”
of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of
accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the
same terms or in the form of common stock of the Borrower and the accretion of original issue discount or liquidation preference.


 






    27


     


    

 





“Indebtedness”
means at any time (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person,
or non-recourse, the following: (i) all indebtedness of such Person for money borrowed or for the deferred purchase price of property,
excluding any trade payables or other current trade liabilities incurred in the ordinary course of business; (ii) all obligations
of such Person evidenced by bonds, debentures, notes, or other similar instruments; (iii) all reimbursement obligations of such
Person with respect to letters of credit, bankers’ acceptances or similar facilities (excluding obligations in respect of letters
of credit or bankers’ acceptances issued in respect of trade payables) issued for the account of such Person (except to the extent
such reimbursement obligations relate to trade payables and such obligations are expected to be satisfied within 30 days of becoming
due and payable); (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect
to property or assets acquired by such Person; (v) all Financing Lease Obligations of such Person; (vi) the maximum fixed redemption
or repurchase price of Redeemable Equity Interests in such Person at the time of determination; (vii) the liquidation amount or
liquidation preference of any Preferred Interests issued by a Restricted Subsidiary that is not a Guarantor; (viii) any Swap Obligations
and Hedging Obligations of such Person at the time of determination (the amount of any such obligations to be equal at any time to the
net payments under such agreements or arrangements giving rise to such obligations that would be payable by such Person at the termination
of such agreements or arrangements); (ix) Attributable Debt with respect to any Sale and Lease-Back Transaction to which such Person
is a party; and (x) all obligations of the types referred to in clauses (i) through (ix) of this definition of another
Person, the payment of which, in either case, (A) such Person has guaranteed or (B) is secured by (or the holder of such Indebtedness
or the recipient of such dividends or other distributions has an existing right, whether contingent or otherwise, to be secured by) any
Lien upon the property or other assets of such Person, even though such Person has not assumed or become liable for the payment of such
Indebtedness. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Equity Interests that do not
have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Equity Interests as if such Redeemable
Equity Interests were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Agreement; provided,
however, that, if such Redeemable Equity Interests are not then permitted to be repurchased, the repurchase price shall be the
book value of such Redeemable Equity Interests; (b) [reserved]; (c) the amount of any Indebtedness described in clause (viii)
is the net amount payable (after giving effect to permitted set off) if such Swap Obligations or Hedging Obligations are terminated at
that time due to default of such Person; (d) the amount of any Indebtedness described in clause (x)(A) above shall be the maximum
liability under any such guarantee; (e) the amount of any Indebtedness described in clause (x)(B) above shall be the lesser
of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; and
(f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Indebtedness.


 


“Indemnified Costs”
as defined in Section 9.5.


 


“Indemnified Taxes”
means (a) all Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation
of any Credit Party under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes.


 






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“Indemnitee”
as defined in Section 10.5(b).


 


“Intellectual Property”
as defined in the Second Lien Pledge and Security Agreement.


 


“Intercreditor Agreements”
means (i) the ABL/Term Loan Intercreditor Agreement, (ii) the Cash Flow Intercreditor Agreement, and (iii) any Junior
Lien Intercreditor Agreement.


 


“Interest Payment
Date” means the three month anniversary of the Closing Date, each three month anniversary thereafter and the Maturity Date.


 


“Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor
statute.


 


“Internally Generated
Cash” means, with respect to any period, any cash of the Borrower and its Restricted Subsidiaries generated during such period,
excluding Net Cash Proceeds and any cash that is generated from an incurrence of Indebtedness, an issuance of Equity Interests or a capital
contribution.


 


“Intra-Group Subordination
Agreement” means the Intra-Group Subordination Agreement among the Administrative Agent, each other agent party thereto,
the Borrower and each subsidiary of the Borrower listed on the signature pages thereto or that becomes a party thereto pursuant to Section 3.12
thereof substantially in the form of Exhibit L, as the same may be amended, supplemented or modified from time to time in
accordance with the terms thereof.


 


“Investment”
by any Person means any direct or indirect loan, advance (or other extension of credit) or capital contribution to (by means of any transfer
of cash or other property or assets to another Person or any other payments for property or services for the account or use of another
Person) another Person, including, without limitation, the following: (i) the purchase or acquisition of any Equity Interest or
other evidence of beneficial ownership in another Person; (ii) the purchase, acquisition or guarantee of the Indebtedness of another
Person or capital contribution to another Person; and (iii) the purchase or acquisition of all or a substantial portion of the business
or assets of another Person but shall exclude: (a) accounts receivable and other extensions of trade credit in accordance with customary
practices; (b) the acquisition of property and assets from suppliers and other vendors in the ordinary course of business; and (c) prepaid
expenses and workers’ compensation, utility, lease (including related to aircraft) and similar deposits, in the ordinary course
of business.


 


“Joinder Agreement”
means an agreement substantially in the form of Exhibit D, with such changes as may be required by or reasonably acceptable
to the Borrower and the Agents.


 


“judgment currency”
as defined in Section 10.19.


 


“Junior Financing”
as defined in Section 6.8(a).


 






    29


     


    

 





“Junior Lien Intercreditor
Agreement” means a customary “junior lien” intercreditor agreement or other lien subordination arrangement in form
and substance reasonably acceptable to the Agents and the Requisite Lenders, in each case, as amended, restated, amended and restated,
modified or supplemented from time to time in accordance with the terms hereof and thereof.


 


“Junior Lien Priority”
means with respect to specified Indebtedness, secured by a Lien on specified Collateral ranking junior to the Lien on such Collateral
securing (x) the First Lien Notes or any guarantee of the First Lien Notes, as applicable, or (y) the Obligations or any Guaranty,
as applicable, pursuant to one or more Junior Lien Intercreditor Agreements; provided that Indebtedness that is secured by a Lien
on the Term Loan Priority Collateral that ranks junior to the Liens securing the Note Obligations shall not be considered to have Junior
Lien Priority if such Indebtedness is secured by a Lien on the ABL Priority Collateral that ranks senior to the Lien securing the Note
Obligations.


 


“LCA Election”
as defined in Section 1.10(b).


 


“LCA Test Date”
as defined in Section 1.10(b).


 


“Latest Maturity Date”
means, at any date of determination, the latest maturity or expiration date applicable to any Term Loan hereunder at such time.


 


“Lender”
means each lender party to this Agreement from time to time.


 


“Lender Party”
means any of the Administrative Agent, the Collateral Agent or any Lender.


 


“Lien” means,
with respect to any property or other asset, any mortgage, deed of trust, deed to secure debt, pledge, hypothecation, assignment, deposit
arrangement, assignment by way of security, security interest, lien (statutory or otherwise), charge, easement, encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property
or other asset (including, without limitation, any conditional sale or other title retention agreement having substantially the same
economic effect as any of the foregoing) and, in the case of securities (other than securities representing an interest in a joint venture
that is not a subsidiary), any purchase option, call or similar right of a third party with respect to such securities.


 


“Limited Condition
Acquisition” means any acquisition, including by way of merger, amalgamation, consolidation or other business combination or
the acquisition of Equity Interests or otherwise, by one or more of the Borrower and its subsidiaries of any assets, business or Person
permitted by this Agreement, in each case, whose consummation is not conditioned on the availability of, or on obtaining, third party
financing; provided that any such transaction with an Affiliate shall not constitute a Limited Condition Acquisition.


 


“Liquidity”
means, as of any date of determination, the sum of (i) all cash of the Borrower held in the Liquidity Account plus (ii) Unrestricted
Cash and Cash Equivalents.


 






    30


     


    

 





“Liquidity Account”
means the deposit account number designated to Administrative Agent by the Borrower in writing; provided that such deposit account
is subject to no Liens other than the Collateral Agent’s second priority security interest and, subject to the applicable Intercreditor
Agreements, Liens permitted to secure the ABL Facility under clause 6.1(1) of the definition of “Permitted Liens”.


 


“Loan Exchange Exercise”
as defined in Section 2.20.


 


“Loan Exchange Exercise
Notice” as defined in Section 2.20.


 


“Margin Stock”
as defined in Regulation U.


 


“Material Adverse
Effect” means a material adverse effect on (i) the assets, business, financial condition or results of operations, of the Borrower
and its subsidiaries, taken as a whole, (ii) the ability of the Borrower and the other Credit Parties, taken as a whole, to perform their
payment obligations under any Credit Document or (iii) the rights and remedies of the Agents, the Lenders or any other Secured Party
under any Credit Document, taken as a whole.


 


“Material Indebtedness”
means Indebtedness (other than (x) Indebtedness hereunder and (y) Indebtedness owed by the Borrower to any Credit
Party or by any Restricted Subsidiary to the Borrower or any other Credit Party) of the Borrower or any subsidiary in an aggregate principal
amount exceeding $35.0 million.


 


“Maturity Date”
means July 21, 2026.


 


“Maximum Exit Fee”
as defined in Section 2.9(a).


 


“Maximum Rate”
as defined in Section 10.9.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor to its rating agency business.


 


“Mortgage”
means a deed of trust, trust deed, hypothecation or mortgage, as applicable, made by the Credit Parties in favor or for the benefit of
the Collateral Agent on behalf of the Secured Parties substantially in the form of Exhibit K.


 


“Mortgage Policies”
as defined in Section 5.11(b).


 


“Multiemployer Plan”
means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.


 


“Narrative Report”
means, with respect to the financial statements for which such narrative report is required, a customary “managements’ discussion
and analysis” report describing the operations of the Borrower and its subsidiaries for the applicable Fiscal Quarter or Fiscal
Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements
relate. For the avoidance of doubt, such Narrative Report need not comply with the requirements of Regulation S-K of the Securities
Act applicable to a Management’s Discussion and Analysis of Financial Conditions and Result of Operations.


 






    31


     


    

 


“Net Cash Proceeds”
means:


 


(a)       100%
of the cash proceeds actually received by the Borrower or any of its Restricted Subsidiaries (including any cash payments received by
way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise,
but only as and when actually received) in respect of any Asset Sale (except as provided below) or Casualty Event, net of (i) documented
and invoiced attorneys’ fees, auditors’ fees, securities laws filing fees, printers’ fees, accountants’ fees,
consultant fees, investment banking, placement agent and advisory fees actually incurred by the Borrower or any of its Restricted Subsidiaries
in connection with the applicable event, (ii) documented search and recording charges actually incurred by the Borrower or
any of its Restricted Subsidiaries in connection with the applicable event, (iii) required debt payments and required payments
of other obligations in respect of Indebtedness secured by a Permitted Lien on any asset that is the subject of such Asset Sale or Casualty
Event (other than any Lien created pursuant to a Collateral Document or a Lien which is pari passu with the Liens created pursuant
to any Collateral Document (in which case the pro rata portion (determined based on the then outstanding principal amount of all
pari passu Indebtedness that would otherwise be required to be prepaid with such Net Cash Proceeds) of such Net Cash Proceeds
applied in respect of any such payments secured by the Liens pursuant to any Collateral Document shall not constitute Net Cash Proceeds
for purposes hereof) or junior to the Liens created pursuant to the Collateral Documents), (iv) other customary expenses
and brokerage, consultant and other customary fees actually incurred in connection therewith, (v) Taxes, including sales,
goods and services, harmonized sales, transfer, deed or mortgage recording Taxes, paid or estimated to be payable as a result thereof,
and any other payment required by applicable law as a result of such Asset Sale, (vi) any reserve established in accordance
with GAAP (provided that such reserved amounts shall be Net Cash Proceeds to the extent and at the time of any reversal (without
the satisfaction of any applicable liabilities in cash in a corresponding amount)), and (vii) any payment amount required
to be paid by law, rule or regulation upon receipt to a third party related to the transaction (including to labor unions and environmental
trusts) in each case, as determined in good faith by an Authorized Officer of the Borrower.


 


(b)       100%
of the net cash proceeds from the incurrence, issuance or sale by Borrower or any of its Restricted Subsidiaries of any Indebtedness
not permitted to be incurred under this Agreement, net of all Taxes and documented and invoiced attorneys’ fees, auditors’
fees, securities laws filing fees, printers’ fees, accountants’ fees, consultant fees, investment banking fees, placement
agent fees, advisory fees, underwriting discounts, commissions, costs and other expenses, in each case, incurred by the Borrower or any
of its Restricted Subsidiaries in connection with such incurrence, issuance or sale.


 


“New York Courts”
as defined in Section 10.15(a).


 


“Non-Public Information”
means material non-public information (within the meaning of United States Federal or state securities Laws) with respect to the
Borrower or its subsidiaries or securities.


 









    32


     


    

 


“Non-U.S. Plan”
means any Employee Benefit Plan maintained by the Borrower or any of its subsidiaries for employees outside the United States.


 


“Note” means
a promissory note in the form of Exhibit B, as it may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Note Obligations”
as defined in the First Lien Notes Indenture.


 


“Obligations”
means all obligations of every nature of each Credit Party, including obligations from time to time owed to Agents (including former
Agents) or Lenders or any of them under any Credit Document, whether for principal, interest (including interest which, but for the filing
of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed
against such Credit Party for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.


 


“Obligations of the
Borrower” means all obligations of every nature of the Borrower, including obligations from time to time owed to Agents (including
former Agents) or Lenders or any of them under any Credit Document, whether for principal, interest (including interest which, but for
the filing of a petition in bankruptcy with respect to the Borrower, would have accrued on any Obligation, whether or not a claim is
allowed against the Borrower for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or otherwise.


 


“Obligee Guarantor”
as defined in Section 7.7.


 


“OFAC” means
the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“OFAC Lists”
means, collectively, the List of Specially Designated Nationals and Blocked persons maintained by OFAC, as amended from time to time,
or any similar lists issued by OFAC.


 


“Organizational Documents”
means (i) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, amalgamation
or continuance, organization or association, as amended, and its by-laws, as amended, (ii) with respect to any limited
partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with
respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company,
its articles of organization, as amended, and its operating agreement, as amended, and (v) with respect to any Foreign Subsidiary,
the equivalent thereof in its jurisdiction of incorporation or organization. In the event any term or condition of this Agreement or
any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official
including an official of a non-United States government, the reference to any such “Organizational Document” shall only
be to a document of a type customarily certified by such governmental official in such official’s relevant jurisdiction.


 


“Other Applicable
Indebtedness” as defined in Section 2.12(a)(ii).


 






    33


     


    

 





“Other Connection
Taxes” means, with respect to the Administrative Agent and any Lender, Taxes imposed as a result of a present or former connection
between such Administrative Agent or Lender and the jurisdiction imposing such Tax (other than connections arising solely from the Administrative
Agent and such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned
an interest in this Agreement).


 


“Other Taxes”
means any and all present or future stamp, court or documentary, recording, filing or similar Taxes arising from any payment made hereunder
or from the execution, delivery, registration or enforcement of, or from the receipt or perfection of a security interest under, or otherwise
with respect to, this Agreement or any other Credit Document, and any interest, fines, penalties and additions related thereto.


 


“Outstanding Amount”
means on any date, the amount of the aggregate outstanding principal amount of Term Loans on such date after giving effect to any borrowings
and prepayments or repayments of the Term Loans occurring on such date.


 


“Parent Holding Company”
means any Person of which the Borrower becomes a direct or indirect subsidiary and which was organized at the direction of the Borrower
or an existing Parent Holding Company and not in contemplation of an acquisition of the Borrower or a Parent Holding Company; provided
that any such Person that is a direct parent of the Borrower shall be in compliance with the requirements of Section 5.11(g).


 


“Participant”
as defined in Section 10.4(d)(i).


 


“Participant Register”
as defined in Section 10.4(d)(i).


 


“PBGC” means
the Pension Benefit Guaranty Corporation or any successor thereto.


 


“Pension Plan”
means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or
Section 302 of ERISA.


 


“Permitted Business”
means any business similar in nature to any business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date and
any business reasonably ancillary, incidental, complementary or related to, or a reasonable extension, development or expansion of, the
business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date, in each case, as determined in good faith by
the Borrower.


 


“Permitted Acquisition”
means any acquisition, directly or indirectly (including in one transaction or a series of related transactions), of all or substantially
all the assets of, or all the Equity Interests (other than directors’ qualifying shares or shares issued to foreign nationals)
in, or merger or consolidation or amalgamation with, a Person or division or line of business of a Person or franchisee rights, assets
or operations (or any subsequent investment made in a Person, division, line of business or franchisee rights, assets or operations previously
acquired in a Permitted Acquisition), if immediately after giving effect thereto: (a) no Event of Default shall have occurred and be
continuing or would result therefrom, (b) [Reserved], (c) [Reserved], (d) any Credit Party making such acquisition and any Person acquired
in such acquisition comply with the requirements of Section 5.11 or make arrangements to comply with such Section 5.11 after the effectiveness
of such Permitted Acquisition within the time periods set forth in Section 5.11 and (e) any Person acquired in such acquisition shall
become a Credit Party in accordance with the preceding clause (d).


 






    34


     


    

 


“Permitted Debt”
means:


 


(1)              
Indebtedness under the First Lien Notes issued on the Closing Date and any Refinancing Indebtedness incurred to Refinance the
First Lien Notes up to a maximum principal amount at any time outstanding not to exceed in the aggregate an amount equal to (A)
the sum of (x) $350.0 million, plus (y) Related Costs in connection with any Refinancing Indebtedness in respect of Indebtedness
incurred pursuant to this clause (1), minus (B) the amount of any Indebtedness previously incurred under this clause (1) and repaid
(other than with proceeds of Indebtedness incurred under this clause (1)); provided that the amount available under this clause
(1) shall not be less than $250.0 million at any time;


 


(2)              
Indebtedness of the Borrower or any of its subsidiaries incurred pursuant to the Credit Facilities, the Guarantees thereof and
the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances
being deemed to have a principal amount equal to the face amount thereof); provided that at any time outstanding pursuant to this clause
(2), the aggregate principal amount of such Indebtedness outstanding under the ABL Facility Documents and the aggregate face amount of
any outstanding letters of credit and bankers’ acceptances thereunder that are not cash collateralized shall not exceed $55.0 million;


 


(3)              
[Reserved];


 


(4)              
Indebtedness of the Borrower or any Restricted Subsidiary outstanding on the Closing Date (other than Indebtedness described in
clause (1), (2) or (3) above) and listed on Schedule 6.1;


 


(5)              
Indebtedness of any Credit Party to any other Credit Party;


 


(6)              
guarantees incurred by the Borrower of Indebtedness of a Guarantor otherwise permitted to be incurred under this Agreement; provided
that guarantees by the Borrower under this clause (6) of any Indebtedness of a Credit party that is subordinated to other Indebtedness
of such Credit Party shall be expressly subordinated to the Obligations on terms not less favorable to the Lenders than the subordination
terms applicable to such Indebtedness;


 


(7)              
guarantees by any Guarantor of Indebtedness of the Borrower or any other Guarantor, including guarantees by any Guarantor of Indebtedness
under the Credit Facilities otherwise permitted to be incurred under this Agreement; provided that guarantees by any Credit Party
under this clause (7) of any Indebtedness of a Person that is subordinated to other Indebtedness of such Person shall be expressly subordinated
to the Obligations on terms not less favorable to the Lenders than the subordination terms applicable to such other Indebtedness;


 






    35


     


    

 


(8)              
Indebtedness (including in respect of letters of credit, bank guarantees or similar instruments) incurred by the Borrower or any
Restricted Subsidiary in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty
or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’
compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, and,
for the avoidance of doubt, including indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit
for operating purposes and completion guarantees provided or incurred (including guarantees thereof) by the Borrower or a Restricted
Subsidiary in the ordinary course of business;


 


(9)              
Indebtedness consisting of (i) Swap Obligations and Hedging Obligations, in each case, not entered into for speculative purposes
and (ii) Bank Products Obligations owing to Wells Fargo Bank National Association in the ordinary course of business consistent
with past practice (in both type of product or service and amount) and not consisting of debt for borrowed money;


 


(10)          
Indebtedness of the Borrower or any Restricted Subsidiary pursuant to Financing Lease Obligations and Purchase Money Indebtedness
(including, for the avoidance of doubt, any security deposits in respect of corporate aircraft) incurred to finance the acquisition,
installations, repairs, improvement and removal of fixed or capital assets and any Refinancing Indebtedness that Refinances any Indebtedness
incurred pursuant to this clause (10); provided that the aggregate principal amount of such Indebtedness outstanding at any time
may not exceed the greater of (i) $50.0 million and (ii) 5.50% of Consolidated Total Assets;


 


(11)          
Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary providing for indemnification, contribution, earnout,
adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with or otherwise to finance a Permitted
Acquisition or other Investment or the disposition of any business or assets or any Equity Interests of a Restricted Subsidiary otherwise
permitted under this Agreement, other than guarantees of Indebtedness for borrowed money incurred for the purpose of financing such acquisition
of such business, assets or Equity Interests;


 


(12)          
Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn
against insufficient funds or other cash management treasury services in the ordinary course of business; provided, however, that such
Indebtedness is extinguished within the ordinary course of business;


 


(13)          
Indebtedness consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements,
in each case, in the ordinary course of business;


 






    36


     


    

 





(14)          
 Indebtedness of the Borrower and the Restricted Subsidiaries incurred under overdraft facilities (including, but not limited
to, intraday and purchasing card services) extended by one or more financial institutions and established for the Borrower’s and
the Restricted Subsidiaries’ ordinary course of operations;


 


(15)          
Indebtedness in respect of letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar instruments
issued to support performance obligations and letters of credit (other than obligations in respect of other Indebtedness) in the ordinary
course of business;


 


(16)          
unsecured Indebtedness in respect of obligations to pay the deferred purchase price of goods or services or progress payments
in connection with such goods and services incurred in the ordinary course of business;


 


(17)          
Indebtedness representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business;


 


(18)          
Indebtedness consisting of promissory notes issued to current or former officers, directors and employees, or their respective
estates or family members, in each case, to finance the purchase or redemption of Equity Interests of the Borrower or any Parent Holding
Company permitted under this Agreement;


 


(19)          
guarantees incurred in the ordinary course of business by the Borrower or any Restricted Subsidiary and not in respect of Indebtedness
for borrowed money;


 


(20)          
[Reserved];


 


(21)          
Indebtedness of any Credit Party that is (1) assumed or (2) incurred, in each case, in connection with Permitted Investments permitted
pursuant to Section 6.5 at any time outstanding; provided, however that (i) after giving effect to the assumption
or incurrence of such Indebtedness and such Permitted Investment on a Pro Forma Basis as of the last day of the most recent Fiscal Quarter
of the Borrower for which financial statements have been made available (or were required to be made available) pursuant to Section 5.4(a)
or (b), (A) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) (x) does not exceed 5.00:1.00 or (y) would be equal to
or less than such ratio immediately prior to such assumption or incurrence of Indebtedness and such Permitted Investment or (B) [reserved],
(ii) if secured, such Indebtedness is not secured on a pari passu or senior basis with respect to the Liens securing the
Obligations, (iii) such Indebtedness, if incurred pursuant to clause (2), does not mature prior to the Maturity Date of the Term Loans
(other than an earlier maturity date for customary bridge financings, which, subject to customary conditions, would either be automatically
converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date earlier than the
Maturity Date of the Term Loans) or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity of the Term
Loans (other than a shorter Weighted Average Life to Maturity for customary bridge financings, which, subject to customary conditions,
would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a shorter
Weighted Average Life to Maturity than the maturity date of any Term Loans), (iv) such Indebtedness, if incurred pursuant to clause (2),
does not have mandatory prepayment, redemption or offer to purchase events more onerous than those set forth in this Agreement unless
such Indebtedness was incurred pursuant to an escrow or other similar arrangement or except to the extent applying to periods solely
after the Latest Maturity Date of Term Loans outstanding hereunder (other than with respect to customary bridge financings, which may
have such an earlier maturity date and which, subject to customary conditions, would either be automatically converted into or required
to be exchanged for permanent financing which satisfies the requirements of the preceding clause (iii) earlier maturity date earlier
than the Latest Term Loan Maturity Date) and (v) any “assumed” Indebtedness was not incurred in contemplation of such transaction;


 






    37


     


    

 


(22)          
Indebtedness of the Borrower or any Restricted Subsidiary not otherwise permitted pursuant to this definition, in an aggregate
principal amount not to exceed the greater of (x) $50.0 million and (y) 5.50% of Consolidated Total Assets at any time outstanding;
provided that, if secured, such Indebtedness is not secured on a pari passu or senior basis with respect to the Liens securing
the Obligations;


 


(23)          
Refinancing Indebtedness in respect of Indebtedness incurred pursuant to clause (21) above or this clause (23);


 


(24)          
[Reserved];


 


(25)          
Indebtedness arising pursuant to appeal bonds or similar instruments required in connection with judgments that do not constitute
an Event of Default pursuant to Section 8.1(g) or (h);


 


(26)          
all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest
on obligations described in clauses (1) through (25) above and clauses (27) through (29) below;


 


(27)          
Indebtedness consisting of obligations under deferred compensation or other similar executive compensation arrangements incurred
by such Person in connection with any Permitted Acquisition or other Investment permitted under this Agreement;


 


(28)          
[Reserved];


 


(29)          
[Reserved]; and


 


(30)          
(A) Indebtedness of any Credit Party which may only be secured on a junior Lien basis with respect to the Liens securing
the Obligations or be unsecured; provided that the Total Net Leverage Ratio (calculated on a Pro Forma Basis) as of the end of
the most recent Four Quarter Period is not greater than 4.50:1.00; provided, further, that, in the case of any Indebtedness
incurred under this clause (30), (1) such Indebtedness shall not mature prior to the Maturity Date of the Term Loans (other than
an earlier maturity date for customary bridge financings, which, subject to customary conditions, would either be automatically converted
into or required to be exchanged for permanent financing which does not provide for an earlier maturity date earlier than the Maturity
Date of the Term Loans) or have a Weighted Average Life to Maturity less than the Weighted Average Life to Maturity for customary bridge
financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent
financing which does not provide for a shorter Weighted Average Life to Maturity than the maturity date of any Term Loans), and (2) such
Indebtedness shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those set forth in this Agreement
unless such Indebtedness was incurred pursuant to an escrow or other similar arrangement (in which case such Indebtedness may be prepaid
solely with the proceeds of such Indebtedness placed into escrow or other similar arrangements plus any other cash or Cash Equivalents
deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement) or except
to the extent applying to periods solely after the Latest Maturity Date of Term Loans outstanding hereunder (other than with respect
to customary bridge financings, which may have an earlier maturity date and which, subject to customary conditions, would either be automatically
converted into or required to be exchanged for permanent financing which satisfies the requirements of the preceding clause (2)) and
(B) and Refinancing Indebtedness incurred in respect of Indebtedness permitted to be incurred pursuant to the preceding clause (A).


 






    38


     


    

 


“Permitted Investments”
means:


 


(1)              
Investments in existence on, or contractually committed as of, the Closing Date and set forth on Schedule 6.3;


 


(2)              
[Reserved];


 


(3)              
Investments in cash, Cash Equivalents and Investments that were Cash Equivalents when made;


 


(4)              
Investments in assets useful in the business of the Borrower or any Guarantor made with the proceeds of any Reinvestment Deferred
Amount;


 


(5)              
Investments by the Borrower or any Guarantor in the Borrower or any Guarantor;


 


(6)              
Investments by the Borrower or any Guarantor in a Person, if as a result of such Investment (A) such Person becomes a Credit Party
substantially concurrently with consummation of such Investment or (B) such Person is merged, amalgamated, consolidated or amalgamated
with or into, or transfers or conveys substantially all of its assets to, or is liquidated or wound up into, the Borrower or a Credit
Party (and any Investment held by such Person that was not acquired by such Person in contemplation of so becoming a Credit Party or
in contemplation of such merger, consolidation, amalgamation, transfer, conveyance or liquidation);


 


(7)              
Swap Obligations and Hedging Obligations, in each case, in the ordinary course of business and not entered into for speculative
purposes;


 






    39


     


    

 





(8)              
 receivables owing to the Borrower or any of its subsidiaries from non-Affiliates and advances to suppliers, in each case if created,
acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;


 


(9)              
[Reserved];


 


(10)          
other Investments by the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed the greater of (x) $50.0 million
and (y) 5.50% of Consolidated Total Assets at any one time outstanding; provided that no such Investment may be made in a subsidiary
that is not a Credit Party;


 


(11)          
loans and advances to officers, directors, employees or consultants of the Borrower or any Restricted Subsidiary not to exceed
$10.0 million in the aggregate at any one time outstanding;


 


(12)          
Investments the payment for which consists solely of Equity Interests (excluding Redeemable Equity Interests) of the Borrower;


 


(13)          
Investments arising out of the receipt by the Borrower or any Restricted Subsidiary of non-cash consideration for the sale
or other disposition of assets permitted under Section 6.4;


 


(14)          
guarantees incurred in the ordinary course of business by the Borrower or any Restricted Subsidiary and not in respect of Indebtedness
for borrowed money;


 


(15)          
payroll, travel, moving, relocation, entertainment and similar advances to cover matters that are expected at the time of such
advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;


 


(16)          
guarantees by the Borrower or any Restricted Subsidiary of Indebtedness of the Borrower or a Restricted Subsidiary otherwise permitted
by Section 6.1 (except to the extent such guarantee is expressly subject to Section 6.3);


 


(17)          
any Investment acquired by the Borrower or any of its Restricted Subsidiaries:


 


(i)                
in exchange for any other Investment or accounts receivable held by the Borrower or any Restricted Subsidiary in connection with
or as a result of a bankruptcy, workout, reorganization or recapitalization of the Borrower of such Investment or accounts receivable
owned by the Borrower or any Restricted Subsidiary;


 


(ii)             
in satisfaction of judgments against other Persons;


 


(iii)           
as a result of a foreclosure by the Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; or


 






    40


     


    

 





(iv)            
 received in compromise or resolution of (A) obligations of trade creditors or customers that were incurred in the ordinary
course of business of the Borrower or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement
upon the bankruptcy or insolvency of any trade creditor or customer, or (B) litigation, arbitration or other disputes;


 


(18)          
Investments consisting of the non-exclusive licensing, non-exclusive sublicensing, covenants not to sue or releases under Intellectual
Property (including in connection with distribution, license and supply agreements) in the ordinary course of business;


 


(19)          
advances, loans or extensions of trade credit or prepayments of expenses or loans or advances made to distributors, in each case
in the ordinary course of business by the Borrower or any of its Restricted Subsidiaries;


 


(20)          
repurchases of the First Lien Notes and obligations under the Credit Facilities; provided such repurchases are not made
with the proceeds of long-term Indebtedness;


 


(21)          
(a) Investments constituting Permitted Acquisitions, (b) Investments of any Person existing at the time such Person becomes a
Guarantor or consolidates, merges or amalgamates with the Borrower or any Guarantor in accordance with Section 6.4, so long as such Investments
were not made in contemplation of such Person becoming a Guarantor or of such consolidation, merger or amalgamation and (c) Investments
consisting of any acquisition of, or licenses for, products or assets used or useful in the business of the Borrower or the Guarantors
made with the proceeds of any Reinvestment Deferred Amount; provided that, in the case of this subclause (c), if the underlying
Asset Sale or Casualty Event was with respect to a Credit Party, then such Investment shall be consummated by a Credit Party;


 


(22)          
Investments in a Permitted Joint Venture, when taken together with all other Investments made pursuant to this clause (22) that
are at the time outstanding (and not otherwise converted or applied to another clause of this definition of “Permitted Investments”),
not to exceed the greater of (x) $50.0 million and (y) 5.50% of Consolidated Total Assets at any one time outstanding;


 


(23)          
Investments resulting from pledges and deposits referred to in clauses (6), (22), (24), (25), (39) and (40) of the definition
of “Permitted Liens”;


 


(24)          
[Reserved];


 


(25)          
Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article
4 customary trade arrangements with customers and foreign law equivalent interests;


 


(26)          
acquisitions by the Borrower or any Restricted Subsidiary of Investments evidencing obligations owed by one or more officers or
other employees of the Borrower, such Restricted Subsidiary or any of their subsidiaries in connection with such officer’s or employee’s
acquisition of Equity Interests of the Borrower, so long as no cash is actually advanced in connection
with the acquisition of any such obligations;


 






    41


     


    

 


(27)          
Investments consisting of purchases and acquisitions of inventory, supplies, goods, materials and equipment or purchases of contract
rights or leases, in each case, in the ordinary course of business;


 


(28)          
Investments consisting of purchases and acquisitions of Intellectual Property in the ordinary course of business;


 


(29)          
any Investments; provided that (A) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) shall not exceed 2.75:1.00
and (B) no Specified Event of Default shall exist after giving effect to such Investment;


 


(30)          
so long as no Event of Default has occurred and is continuing, Investments made with any portion of the Cumulative Credit; and


 


(31)          
Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance
and similar deposits entered into as a result of the operations of the business in the ordinary course of business or consistent with
past practice.


 


“Permitted Joint Venture”
means any joint venture (which may be in the form of a limited liability company, partnership, corporation or other entity) in which
the Borrower or any of its Restricted Subsidiaries is a joint venturer; provided, however, that (a) the joint venture
is engaged solely in a Permitted Business and (b) the Borrower or a Restricted Subsidiary is required by the governing documents
of the joint venture or an agreement with the other parties to the joint venture to participate in the management of such joint venture
as a member of such joint venture’s Board of Directors or otherwise.


 


“Permitted Liens”
means:


 


(1)              
Liens on the Collateral securing Indebtedness incurred pursuant to clauses (1) and (2) of the definition of “Permitted Debt”
and clause (26) of the definition of “Permitted Debt” with respect to clauses (1) and (2) of the definition of “Permitted
Debt”; provided that (x) such Liens do not apply to any asset other than Collateral that is subject to a Lien granted
under a Collateral Document to secure the Obligations and (y) such Liens are subject to the Closing Date Intercreditor Agreements;


 


(2)              
Liens in favor of the Borrower or any Restricted Subsidiary;


 


(3)              
Liens on property of a Person existing at the time such Person becomes a Guarantor or such Person is merged or amalgamated with
or into or consolidated with the Borrower or any Guarantor (including by way of plan of arrangement); provided that such Liens
were not incurred in contemplation of or in connection with such merger, amalgamation or consolidation and do not extend to any assets
other than those of the Person merged into, amalgamated or consolidated with the Borrower or the Guarantor; provided further that
such Liens rank junior to the Liens securing the Obligations and are subject to a Junior Lien Intercreditor Agreement;


 






    42


     


    

 



 


(4)              
Liens on property existing at the time of acquisition thereof by the Borrower or any Restricted Subsidiary of the Borrower; provided
that such Liens were not incurred in contemplation of or in connection with such acquisition and do not extend to any property other
than the property so acquired by the Borrower or the Restricted Subsidiary; provided further that such Liens rank junior to the
Liens securing the Obligations and are subject to a Junior Lien Intercreditor Agreement;


 


(5)              
Liens existing on the Closing Date and set forth on Schedule 6.2;


 


(6)              
pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation,
or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such
Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or government bonds to secure
surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for
the payment of rent, in each case incurred in the ordinary course of business;


 


(7)              
Liens imposed by law, including carriers’, warehousemen’s and mechanics’, materialmen’s and repairmen’s
Liens, in each case in respect of which a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been
made in respect thereof;


 


(8)              
Liens for taxes, assessments or other governmental charges not yet subject to penalties for nonpayment or which are being contested
in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to GAAP have been made in respect
thereof;


 


(9)              
Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to
the request of and for the account of such Person in the ordinary course of its business; provided, however, that such
letters of credit do not secure Indebtedness;


 


(10)          
Liens securing (i) Swap Obligations and Hedging Obligations, in each case, not entered into for speculative purposes and
(ii) Bank Products Obligations owing to Wells Fargo Bank National Association in the ordinary course of business consistent with
past practice (in both type of product or service and amount) and not consisting of debt for borrowed money;


 


(11)          
Liens relating to banker’s liens, rights of set off or similar rights and remedies as to deposit accounts or other funds
(i) maintained with a depositary institution, (ii) relating to pooled deposit or sweep accounts or cash pooling arrangements (including
with respect to any joint and several liability provisions in relation thereto) of the Borrower or any Restricted Subsidiary to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and its Restricted Subsidiaries,
(iii) relating to debit card or other payment services or (iv) relating to purchase orders and other agreements (other than Indebtedness
for borrowed money) entered into with customers in the ordinary course of business;


 






    43


     


    

 


(12)          
any Lien resulting from the deposit of money or other cash equivalents or other evidence of indebtedness in trust for the purpose
of defeasing Indebtedness of the Borrower or any Restricted Subsidiary; provided that the incurrence of Indebtedness and such defeasance
or satisfaction and discharge are not prohibited by this Agreement;


 


(13)          
Liens securing obligations in respect of Indebtedness (including Financing Lease Obligations and Purchase Money Indebtedness)
permitted by clause (10) of the definition of “Permitted Debt” covering only the assets acquired, constructed, installed,
improved, repaired or developed with, or secured by, such Indebtedness;


 


(14)          
Liens securing obligations in respect of (a) Indebtedness permitted by clause (14) of the definition of “Permitted Debt”
(and any guarantee thereof);


 


(15)          
Liens securing Indebtedness permitted by clause (15) of the definition of “Permitted Debt”;


 


(16)          
(A) Liens securing Indebtedness permitted by clauses (21)(1), (23) or (30) of the definition of “Permitted Debt”;
provided that (x) such Liens rank junior to the Liens securing the Obligations and are subject to a Junior Lien Intercreditor
Agreement (but may not be secured by any assets that are not Collateral) and (y) such Indebtedness was not created in contemplation
of the acquisition of such assets or subsidiary by the Borrower or any Restricted Subsidiary.


 


(17)          
[Reserved];


 


(18)          
leases, subleases, survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights of
way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions, in each case,
granted with respect to real properties;


 


(19)          
[Reserved];


 


(20)          
judgment and attachment Liens not giving rise to an Event of Default under Section 8.1(g) or (h) and notices of lis pendens
and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves
have been made;


 


(21)          
Liens arising out of consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;


 


(22)          
Liens securing insurance premium financing arrangements; provided that such Liens are limited to the applicable unearned insurance
premiums;


 






    44


     


    

 


(23)          
 Liens arising from precautionary Uniform Commercial Code financing statements or similar or analogous financing statements in
any jurisdiction;


 


(24)          
Liens arising from the right of distress enjoyed by landlords or lessors or Liens otherwise granted to landlords or lessors, in
either case, to secure payment of arrears of rent in respect of leased properties;


 


(25)          
deemed trusts or other Liens that are unregistered and that secure amounts that are not yet delinquent in respect of unpaid wages,
vacation pay, employee or non-resident withholding tax source deductions, goods and services taxes, sales taxes, harmonized sales taxes,
municipal taxes, workers’ compensation, unemployment insurance, pension fund obligations and realty taxes;


 


(26)          
Liens on Equity Interests of any joint venture (i) securing obligations of such joint venture or (ii) pursuant to the relevant
joint venture agreement or arrangement;


 


(27)          
[Reserved];


 


(28)          
Non-exclusive licenses, non-exclusive sublicenses or covenants not to sue under Intellectual Property granted to others (including
in connection with distribution, license and supply agreements) in the ordinary course of business or in the reasonable business judgment
of the Borrower or any of the Restricted Subsidiaries;


 


(29)          
Liens securing the Borrower’s or its Subsidiaries’ obligations in relation to corporate aircraft, including rights
under any lease, sublease, charter, management, operating, crew, service, repair, maintenance, storage or other agreement relating to
the aircraft, rights in the aircraft and any parts, accessions and accessories thereto, rights under insurance policies and security
deposits and rights in income derived from and proceeds of any of the foregoing, in the ordinary course;


 


(30)          
Liens (other than liens securing Indebtedness for borrowed money) that are customary in the operation of the business of the Borrower
or any of its Restricted Subsidiaries;


 


(31)          
other Liens in an aggregate principal amount not to exceed the greater of (x) $20.0 million and (y) 2.20% of Consolidated Total
Assets, at the time of incurrence, at any one time outstanding; provided that such Liens may not be pari passu or senior
to the Liens securing the Obligations;


 


(32)          
[Reserved];


 


(33)          
Liens securing Indebtedness permitted to be incurred pursuant to any Sale and Lease-Back Transactions so long as such liens attach
only to the property to which such Indebtedness relates (or accessions to such property and proceeds thereof);


 


(34)          
Liens arising by virtue of any statutory or common law provisions or similar provisions applicable in foreign jurisdictions relating
to banker’s liens, rights of set-off or similar rights;


 






    45


     


    

 


(35)          
 Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection
with the importation of goods;


 


(36)          
set-off and early termination rights under Hedge Agreements;


 


(37)          
(i) Liens solely on any cash earnest money deposits made by the Borrower or any of its Restricted Subsidiaries in connection with
any letter of intent or purchase agreement permitted hereunder and (ii) Liens on the proceeds of Indebtedness in favor of the lenders
or holders of such Indebtedness and their agents or representatives pending the application of such proceeds to any Asset Acquisition
or other Investment permitted under this Agreement or any Refinancing;


 


(38)          
Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents;


 


(39)          
[Reserved];


 


(40)          
Liens on any amounts (including the proceeds of the applicable Indebtedness and any cash and Cash Equivalents deposited to cover
interest and premium in respect of such Indebtedness) held by a trustee or escrow agent under any indenture or other debt agreement governing
Indebtedness issued in escrow pursuant to customary escrow arrangements (as determined by the Borrower in good faith) pending the release
thereof, or on the proceeds deposited to discharge, redeem or defease Indebtedness under any indenture or other debt agreement pursuant
to customary discharge, redemption or defeasance provisions (as determined by the Borrower in good faith), pending such discharge, redemption
or defeasance and after irrevocable notice thereof has been delivered to the applicable trustee or agent; provided that such discharge,
release, redemption or defeasance was otherwise permitted under this Agreement;


 


(41)          
[Reserved]; and


 


(42)          
Liens on newly acquired assets of any newly acquired Subsidiary securing Indebtedness permitted by clause (21)(2) of the definition
of “Permitted Debt;” provided that (x) such Liens rank junior to the Liens securing the Obligations and are subject
to a Junior Lien Intercreditor Agreement (but may not be secured by any assets that are not Collateral) and (y) such Indebtedness
was not created in contemplation of the acquisition of such assets or subsidiary by the Borrower or any Restricted Subsidiary.


 


For purposes of determining
compliance with this definition, (t) a Lien need not be incurred solely by reference to one category of Permitted Liens described in
this definition but may be incurred under any combination of such categories (including in part under one such category and in part under
any other such category), (u) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories
of Permitted Liens, the Borrower shall, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner
that complies with this definition; provided, that no such classification or reclassification or division shall be permitted with
respect to any Liens incurred pursuant to clause (1) of this definition, (v) [reserved], (w) the principal amount of Indebtedness secured
by a Lien outstanding under any category of “Permitted Liens” shall be determined after giving effect to the application
of proceeds of any such Indebtedness to Refinance any such other Indebtedness, (x) any Lien securing Indebtedness that was permitted
to secure such Indebtedness at the time of the incurrence of such Indebtedness shall also be permitted to secure any Increased Amount
of such Indebtedness, (y) if any Liens securing Indebtedness are incurred to Refinance Liens securing Indebtedness initially incurred
(or, Lien securing Indebtedness incurred to Refinance Liens securing Indebtedness initially incurred) in reliance on a category of “Permitted
Liens” measured by reference to a percentage of Consolidated Total Assets at the time of incurrence, and such Refinancing (or any
subsequent Refinancing) would cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the
Consolidated Total Assets on the date of such Refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed
to be exceeded (and such newly incurred Liens shall be deemed permitted) to the extent the principal amount of such Indebtedness secured
by such newly incurred Liens does not exceed an amount equal to the principal amount of such Indebtedness secured by such Liens being
Refinanced, plus the Related Costs incurred or payable in connection with such Refinancing (or any subsequent Refinancing) and (z) if
any Liens securing Indebtedness are incurred to Refinance Liens securing Indebtedness initially incurred (or, Liens securing Indebtedness
incurred to Refinance Liens securing Indebtedness initially incurred) in reliance on a category of “Permitted Liens” measured
by reference to a fixed dollar amount, such fixed dollar amount shall not be deemed to be exceeded (and such newly incurred Liens shall
be deemed permitted) to the extent the principal amount of such Indebtedness secured by such newly incurred Liens does not exceed an
amount equal to the principal amount of such Indebtedness secured by such Liens being Refinanced, plus the Related Costs incurred or
payable in connection with such Refinancing.


 






    46


     


    

 


“Person”
means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, unlimited
liability companies, limited liability partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.


 


“Platform”
as defined in Section 10.17.


 


“Previously Absent
Financial Maintenance Covenant” means, at any time, any financial maintenance covenant that  is not included in the Credit
Documents at such time.


 


“Principal Office”
means, for each of the Administrative Agent, such Person’s “Principal Office” as set forth on Schedule 10.1,
or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing
to Borrower, the Administrative Agent and each Lender.


 


“Possessory Collateral”
means any Lien in respect of capital stock in which such lien may be perfected by the delivery of a definitive stock certificate.


 






    47


     


    

 


“Pro Forma”
or “Pro Forma Basis” means, for purposes of determining compliance with any provision of this Agreement, including
the determination of any financial ratio or test or the amount of revenue or Consolidated Total Assets or Consolidated Adjusted EBITDA,
that any Specified Transaction occurring since the first day of the relevant period to and including the relevant date such determination
is made (including after the relevant quarter or period end, if applicable) shall be deemed to have occurred as of the first day of the
relevant period, including pro forma adjustments arising out of events attributable to such Specified Transaction (including giving
effect to those specified in accordance with the definitions of Consolidated Adjusted EBITDA and Consolidated Net Income); provided
that, any event, occurrence or transaction that would otherwise be deemed a Specified Transaction, but for failure to meet the monetary
threshold in the definition thereof, shall also be given effect on a “Pro Forma Basis”. Upon giving effect to a transaction
on a “Pro Forma Basis,” (i) any Indebtedness incurred by the Borrower or any Restricted Subsidiaries in connection with
such Specified Transaction (or any other transaction which occurred during the relevant period) shall be deemed to have been incurred
as of the first day of the relevant period, (ii) if such Indebtedness has a floating or formula rate, then the rate of interest
for such Indebtedness for the applicable period for purposes of the calculations contemplated by this definition shall be determined
by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the end of the relevant period, (iii) income
statement items (whether positive or negative) and Consolidated Adjusted EBITDA attributable to all property acquired in such Specified
Transaction or to the Investment constituting such Specified Transaction, as applicable, shall be included as if such Specified Transaction
has occurred as of the first day of the relevant period, (iv) income statement items (whether positive or negative) attributable
to all property disposed of in any Specified Transaction (including any income statement items attributable to disposed abandoned or
discontinued operations), shall be excluded as if such Specified Transaction has occurred as of the first day of the relevant period,
(v) [reserved] and (vi) such other pro forma adjustments which would be permitted or required by United States federal
or state securities Laws, as amended, shall be taken into account (in each case, in addition to any adjustments permitted pursuant to
any applicable financial definition or test). Interest on a Financing Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by an Authorized Officer of the Borrower to be the rate of interest implicit in such Financing Lease Obligation
in accordance with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime
or similar rate, a eurocurrency interbank offered rate, bankers’ acceptances market rate or other rate shall be determined to have
been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower or the applicable Restricted
Subsidiary may designate. Any such adjustments included in calculations made on a Pro Forma Basis shall continue to apply to subsequent
calculations of any applicable financial ratios or tests, including during any subsequent test period in which the effects thereof are
expected to be realized.


 


“Purchase Money Indebtedness”
means Indebtedness:


 


(i)     incurred
to finance or refinance the purchase, assembly, installation or construction (including additions and improvements thereto) of any assets
(other than Equity Interests) of such Person or any Restricted Subsidiary; and


 


(ii)    that
is secured by a Lien on such assets where the lender’s sole security is to the assets so purchased, assembled, installed or constructed.


 









    48


     


    

 


“Pro Rata Share”
means for all purposes with respect to each Lender, the percentage obtained by dividing (A) an amount equal to the Term Loan
Exposure of that Lender, by (B) an amount equal to the Term Loan Exposure of all Lenders.


 


“Prohibited Person”
means any Person subject to international economic sanctions adopted, administered or enforced by the United Nations Security Council,
the European Union, Canada (including any Persons subject to country-specific or activity-specific sanctions administered by
the Department of Foreign Affairs, Trade and Development), the United Kingdom, OFAC (including any persons subject to country-specific
or activity-specific sanctions administered by OFAC and any persons named on any OFAC List), the U.S. Department of Commerce Bureau
of Industry and Security, the U.S. Department of State or pursuant to any other law, rules, regulations or other official acts of the
United States (each of the foregoing, collectively, “Sanctions”). As of the date hereof, certain information regarding
Prohibited Persons issued by the United States can be found on the website of the United States Department of Treasury at www.treas.gov/ofac/.


 


“Public Lenders”
means Lenders that do not wish to receive material Non-Public Information with respect to the Borrower, its subsidiaries or their
securities.


 


“Purchasing Borrower
Party” means the Borrower or any Restricted Subsidiary that becomes an assignee hereof pursuant to Section 10.4.


 


“Qualified Equity
Interests” in any Person means a class of Equity Interests other than Redeemable Equity Interests.


 


“Ratio-Based Debt
Baskets” as defined in Section 1.10(c).


 


“Ratio-Based Lien
Baskets” as defined in Section 1.10(d).


 


“Redeemable Equity
Interests” in any Person means any equity security of such Person that by its terms (or by terms of any security into which
it is convertible or for which it is exchangeable), or otherwise (including the passage of time or the happening of an event), is required
to be redeemed (other than in exchange for Qualified Equity Interests), is redeemable (other than in exchange for Qualified Equity Interests)
at the option of the holder thereof in whole or in part (including by operation of a sinking fund), or is convertible or exchangeable
for Indebtedness of such Person at the option of the holder thereof, in whole or in part, at any time prior to the Stated Maturity of
the Notes; provided that only the portion of such equity security which is required to be redeemed, is so convertible or exchangeable
or is so redeemable at the option of the holder thereof before such date will be deemed to be Redeemable Equity Interests. Notwithstanding
the preceding sentence, any equity security that would constitute Redeemable Equity Interests solely because the holders of the equity
security have the right to require the Borrower to repurchase such equity security upon the occurrence of a change of control or an asset
sale will not constitute Redeemable Equity Interests if the terms of such equity security provide that the Borrower may not repurchase
or redeem any such equity security pursuant to such provisions unless such repurchase or redemption complies with Section 6.5. The amount
of Redeemable Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the
Borrower and its Restricted Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions
of, such Redeemable Equity Interests or portion thereof, exclusive of accrued dividends.


 






    49


     


    

 


“Refinancing Indebtedness”
means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or
refund (collectively, to “Refinance”) the Indebtedness (or unutilized commitments in respect of Indebtedness) being
Refinanced (or previous refinancings thereof constituting Refinancing Indebtedness); provided that (a) the principal
amount (or accreted value, if applicable) of such Refinancing Indebtedness does not exceed the principal amount (or accreted value, if
applicable) of the Indebtedness so Refinanced (plus the amount of unpaid accrued or capitalized interest and premiums thereon (including
tender premiums), underwriting discounts, original issue discount, defeasance costs, fees (including upfront fees, underwriting fees,
legal fees, accounting and audit fees and other similar or customary fees), commissions and expenses and an amount equal to any existing
commitments unutilized and letters of credit undrawn thereunder), (b) the Weighted Average Life to Maturity of such Refinancing
Indebtedness is greater than or equal to the shorter of (i) the Weighted Average Life to Maturity of the Indebtedness being
Refinanced and (ii) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness
being Refinanced that were due on or after the Latest Maturity Date were instead due on the date that is the Latest Maturity Date; provided
that no Refinancing Indebtedness incurred in reliance on this subclause (ii) shall have any scheduled principal payments due
prior to the Latest Maturity Date in excess of, or prior to, the scheduled principal payments due prior to such Latest Maturity Date
for the Indebtedness being Refinanced, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the
Obligations under this Agreement, such Refinancing Indebtedness shall be subordinated in right of payment to such Obligations on terms
at least as favorable taken as a whole to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced;
provided, further, that with respect to a Refinancing of any Indebtedness permitted hereunder that is subordinated in right
of payment, such Refinancing Indebtedness shall (A) be expressly subordinated in right of payment to the guarantee by the
Borrower and the Guarantors of the Obligations and (B) be otherwise on terms not materially less favorable to the Lenders
than those contained in the documentation governing the Indebtedness being Refinanced; provided further, that Indebtedness constituting
Refinancing Indebtedness shall not cease to constitute Refinancing Indebtedness as a result of the subsequent extension of the Latest
Maturity Date, (d) no Refinancing Indebtedness shall have different obligors, or greater guarantees or security than, the
Indebtedness being Refinanced (provided that (i) Indebtedness (A) of any Credit Party may be Refinanced
to add or substitute as an obligor another Credit Party and (B) of any subsidiary that is not a Credit Party may be Refinanced
to add or substitute as an obligor another subsidiary that is not a Credit Party, in each case to the extent not prohibited by Section 6,
and (ii) other guarantees and security may be added to the extent then permitted by Section 6) and (e) if
the Indebtedness being Refinanced is secured by a Lien on any Collateral (whether senior to (in the case of Term Loan Priority Collateral),
equally and ratably with, or junior to, the Lien of the Secured Parties or otherwise), such Refinancing Indebtedness may be secured by
a Lien on such Collateral (including any Collateral pursuant to after-acquired property clauses to the extent any such Collateral
would have secured the Indebtedness being Refinanced) on terms relating to such Collateral not materially less favorable to the Secured
Parties (as determined conclusively by the Borrower and evidenced by a certificate of an Authorized Officer of the Borrower) than those
contained in the documentation (including any intercreditor agreement) governing the Indebtedness being Refinanced, or on terms otherwise
then permitted by Section 6.2.


 






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“Register”
as defined in Section 2.5(b).


 


“Regulation D”
means Regulation D of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Regulation T”
means Regulation T of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Regulation U”
means Regulation U of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Regulation X”
means Regulation X of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder
or thereof.


 


“Reinvestment Deferred
Amount” means, with respect to any Reinvestment Event, the aggregate amount of Net Cash Proceeds received by the Borrower or
any Restricted Subsidiary in connection therewith that are not applied to prepay the Term Loans as a result of the delivery of a Reinvestment
Notice.


 


“Reinvestment Event”
means any Asset Sale or Casualty Event in respect of which the Borrower has delivered a Reinvestment Notice.


 


“Reinvestment Notice”
means a written notice executed by an Authorized Officer of the Borrower stating that the Borrower or any Restricted Subsidiary intends
and expects to use all or a portion of the amount of Net Cash Proceeds of an Asset Sale or Casualty Event to restore, rebuild, repair,
construct, improve, maintain, upgrade, develop, replace or otherwise acquire assets useful in the Borrower’s or such Restricted
Subsidiary’s business or to make Permitted Acquisitions or other Investments permitted pursuant to Section 6.3; it being understood
that (a) the Borrower may elect by such notice to reinvest proceeds attributable to any such Asset Sale or Casualty Event
prior to actual receipt of such Net Cash Proceeds and (b) upon such receipt, such Net Cash Proceeds shall be deemed reinvested
so long as such reinvestment has been consummated.


 


“Reinvestment Prepayment
Amount” means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto, less any amount
expended prior to the relevant Reinvestment Prepayment Date to restore, rebuild, repair, construct, improve, maintain, upgrade, develop,
replace or otherwise acquire assets useful in the Borrower’s or any Restricted Subsidiary’s business or to make Permitted
Acquisitions or other Investments permitted pursuant to Section 6.3.


 






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“Reinvestment Prepayment
Date” means, with respect to any Reinvestment Event, the earlier of (a) the date (which shall be a Business Day)
occurring twelve months after such Reinvestment Event (or, if the Borrower or any Restricted Subsidiary shall have entered into a legally
binding commitment within one year after such Reinvestment Event to restore, rebuild, repair, construct, improve, maintain, upgrade,
develop, replace or otherwise acquire assets useful in the Borrower’s or such Restricted Subsidiary’s business or to make
Permitted Acquisitions permitted pursuant to Section 6.5 with the applicable Reinvestment Deferred Amount, the date occurring eighteen
months after such Reinvestment Event) and (b) the date on which the Borrower shall have determined not to, or shall have
otherwise ceased to, restore, rebuild, repair, construct, improve, maintain, upgrade, develop, replace or otherwise acquire assets useful
in the Borrower’s or such Restricted Subsidiary’s business or to make Permitted Acquisitions permitted pursuant to Section 6.5
with all or any portion of the relevant Reinvestment Deferred Amount.


 


“Related Costs”
means the aggregate amount of any customary fees, underwriting discounts, accrued and unpaid interest, premiums (including tender premiums),
defeasance costs and other costs, fees, discounts and expenses.


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, managers, members, directors, officers, employees,
agents (including sub-agents and co-agents), attorneys, advisors, attorneys-in-fact, affiliates, controlling persons, and other representatives
of such Person and of such Person’s Affiliates.


 


“Release”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any
barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material
through the air, soil, surface water or groundwater.


 


“Relevant Four Fiscal
Quarter Period” as defined in Section Error! Reference source not found..


 


“Relevant Parent Entity”
means any Parent Holding Company so long as the Borrower is a Subsidiary thereof and such Parent Holding Company is not a Subsidiary
of any other Parent Holding Company.


 


“Repatriation Limitation”
as defined in Section 2.12(g).


 


“Required Mortgages”
as defined in Section 5.11(f)(i)(A)(1).


 


“Requisite Lenders”
means, as of any date of determination, one or more Lenders having or holding Term Loan Exposure and representing more than 50% of the
sum of the aggregate Term Loan Exposure of all Lenders; provided that so long as the Deerfield Lenders (or any of them) hold at least
25% of the sum of the aggregate Term Loan Exposure of all Lenders, the Requisite Lenders shall also require the consent of the Deerfield
Lenders.


 


“Restricted Payment”
means (a) any dividend or other distribution on account of any class of Equity Interests of the Borrower now or hereafter outstanding,
except a dividend payable solely in shares of Equity Interests of the Borrower that are not Redeemable Equity Interests, (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value of any shares of any class of the Equity Interests
of the Borrower now or hereafter outstanding; and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire shares of any class of the Equity Interests of the Borrower now or hereafter outstanding.


 






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“Restricted Subsidiary”
means any Subsidiary of the Borrower. For the avoidance of doubt, the Borrower shall not be permitted to designate any “unrestricted
subsidiaries” under this Agreement.


 


“S&P”
means Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc. and any successor to its rating agency business.


 


“Sale and Lease-Back
Transaction” means any arrangement, direct or indirect, with any Person whereby the Borrower sells or transfers any property,
real or personal, used or useful in the Borrower’s business, whether now owned or hereafter acquired, and thereafter rents or leases
such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.


 


“Same Day Funds”
means immediately available funds.


 


“Sanctioned Jurisdiction”
means any country or territory, in each case, to the extent that such country or territory itself is the subject (or becomes the subject)
of Sanctions.


 


“Sanctions”
as defined in the definition of “Prohibited Person”.


 


“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“SEC Documents”
means all reports, schedules, forms, statements and other documents filed by the Borrower with the SEC pursuant to the Securities Act
or the Exchange Act since July 1, 2020 (including all financial statements and schedules included therein, all exhibits thereto and all
documents incorporated by reference therein).


 


“Second Lien Pledge
and Security Agreement” means the Pledge and Security Agreement to be executed by the Borrower and each Guarantor substantially
in the form of Exhibit I, as it may be amended, restated, supplemented or otherwise modified from time to time.


 


“Secured Parties”
means the Agents and the Lenders and shall include, without limitation, all former Agents and Lenders to the extent that any Obligations
owing to such Persons were incurred while such Persons were Agents or Lenders and such Obligations have not been paid or satisfied in
full.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


“Senior Priority Debt”
as defined in the Cash Flow Intercreditor Agreement.


 


“Solvency Certificate”
means a Solvency Certificate of any Financial Officer of the Borrower substantially in the form of Exhibit G.


 









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“Specified Event of
Default” means any Event of Default under Section 8.1(b), Section 8.1(c), Section 8.1(g) or Section 8.1(h).


 


“Specified Transaction”
means with respect to any period, any (i) Investment involving the acquisition of an operating or geographical unit of a
business or that constitutes an acquisition of all or substantially all of the common stock of a Person and involves the payment of consideration
by the Borrower and its Restricted Subsidiaries, (ii) entry into a distribution of licensing agreement, (iii) sale or transfer
of assets or property or other asset disposition (including any disposal, abandonment or discontinuance of operations) that involves
the abandonment or discontinuation of operations, (iii) incurrence, amendment, modification, repayment or refinancing of
Indebtedness, (iv) Restricted Payment, (v) [reserved], (vi) specified action taken or expected to
be taken as described in clause (a)(xi) of the definition of Consolidated Adjusted EBITDA or (vii) other event, in each case
that by the terms of the Credit Documents requires pro forma compliance with a test or covenant hereunder or requires such test
or covenant to be calculated on a Pro Forma Basis.


 


“Stock”
means (a) all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership
or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless
of how designated) of or in a Person (other than an individual), whether voting or non-voting; and (b) all securities convertible
into or exchangeable for any other Stock and all warrants, options or other rights (other than the Warrants) to purchase, subscribe for
or otherwise acquire any other Stock, whether or not presently convertible, exchangeable or exercisable.


 


“subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business
entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the
occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons
performing similar functions) having the power to direct or cause the direction of the management and policies thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other subsidiaries of that Person or a combination
thereof; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership
interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.


 


“Supplemental Agent”
as defined in Section 9.1(c).


 


“Swap Obligation”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing, whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement,
together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement.


 






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“Tax” means
any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (together with interest, penalties and
other additions thereto) of any nature and whatever called imposed, levied, collected, withheld or assessed by any Governmental Authority.


 


“Term Loan”
or “Loan” means a Closing Date Term Loan and an Exchanged Term Loan. For the avoidance of doubt, all Closing Date
Term Loans and Exchanged Term Loans, when funded, shall be treated for all purposes hereunder as the same class of Term Loans.


 


“Term Loan Commitment”
means the Closing Date Term Commitment or the Exchanged Term Commitment of a Lender, and “Term Loan Commitments” means
such commitments of all Lenders.


 


“Term Loan Exposure”
means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender;
provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s
Term Loan Commitment.


 


“Term Loan Priority
Collateral” as defined in the ABL/Term Loan Intercreditor Agreement.


 


“Total Net Leverage
Ratio” means, as of any date of determination, the ratio of (i) Consolidated Total Debt as of such date minus the
aggregate amount of Unrestricted Cash of the Borrower and its Restricted Subsidiaries, (except proceeds of Indebtedness that is incurred
for which the Total Net Leverage Ratio is to be calculated and the proceeds of other Indebtedness incurred substantially contemporaneously
therewith) on such date of determination to (ii) Four Quarter Consolidated Adjusted EBITDA. For purposes of making the computation
referred to above, the Total Net Leverage Ratio shall be calculated, if applicable, on a Pro Forma Basis in respect of clauses (i) and
(ii) thereof as are appropriate.


 


“Transactions”
means, collectively, any or all of the following: (a) the execution, delivery and performance by the Credit Parties of the
Credit Documents and the use of proceeds and borrowings contemplated hereby, (b) the entry into to ABL Amendment and related documents,
(c) the issuance and sale of the First Lien Notes and the performance of obligations contemplated by the First Lien Notes
Indenture, (d) the Closing Date Refinancing and (e) all other transactions related to any of the foregoing (including
payment of fees and expenses related to any of the foregoing).


 


“TSD” as
defined in Section 4.16.


 


“Uniform Commercial
Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State
of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may be required to
apply to any item or items of Collateral.


 






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“Unrestricted Cash”
means, as at any date of determination, the aggregate amount of cash and Cash Equivalents included in the cash accounts that would be
listed on the consolidated balance sheet of the Borrower as at such date, to the extent such cash and Cash Equivalents are not (A) subject
to a Lien securing any Indebtedness or other obligations, other than (i) the Obligations or (ii) any such other Indebtedness
permitted hereunder that is subject to an Intercreditor Agreement or (B) classified as “restricted” (unless so classified
solely because of any provision under the Agreement or the Collateral Documents, or any other agreement or instrument governing any such
other Indebtedness that is subject to an Intercreditor Agreement governing the application thereof or because they are subject to a Lien
securing the Obligations or other Indebtedness that is subject to an Intercreditor Agreement).


 


“U.S. Person”
means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code.


 


“U.S. Tax Compliance
Certificate” as defined in Section 2.17(c)(i).


 


“Warrant”
as defined in the recitals hereto.


 


“Warrant SLAP”
means the supplemental listing application submitted by the Borrower to the New York Stock Exchange on April 2, 2021 in connection with
the reservation of the shares of Common Stock issuable on exercise of the Warrants.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the
sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity
or other required payment of principal (excluding nominal amortization), including payment at final maturity, in respect thereof, by
(ii) the number of years (calculated to the nearest 1/12) that will elapse between such date and the making of such payment
by (b) the then outstanding principal amount of such Indebtedness.


 


1.2             
Accounting Terms. Except as otherwise expressly provided herein, all financial statements to be delivered
pursuant to this Agreement shall be prepared in accordance with GAAP, and all terms of an accounting or financial nature that are used
in the computation of any covenant (including the computation of any financial covenant) set forth in any Credit Document shall be construed
and interpreted in accordance with GAAP; provided that, in the event of any change in GAAP or the application thereof, from that
applied in the preparation of the financial statements of the Borrower most recently delivered on or prior to the Closing Date that would
affect the computation of any financial covenant, ratio, accounting definition or requirement set forth in this Agreement or any other
Credit Document, if the Borrower or the Requisite Lenders shall so request, the Administrative Agent, the Requisite Lenders and the Borrower
shall negotiate in good faith, each acting reasonably (and without the requirement of any fee), to amend such financial covenant, ratio,
accounting definition or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof;
provided, further, that, until so amended as provided in the preceding proviso, (a) such financial covenant, ratio, accounting
definition or requirement shall continue to be computed in accordance with GAAP or the application thereof without regard to such change
or conversion therein, and (b) the Borrower shall furnish to the Administrative Agent and the Lenders the financial statements required
under this Agreement, and a reconciliation between such financial statements and the calculations of such financial covenant, ratio,
accounting definition or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other provision
contained herein, (x) each financial covenant, ratio, accounting definition or requirement used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under GAAP to value
any Indebtedness or other liabilities of the Borrower or any subsidiary at “fair value”, as defined therein and (y) Financing
Lease Obligations shall be excluded for purposes of (1) calculating Consolidated Interest Expense, Consolidated Total Debt
and Indebtedness and (2) any restriction, basket, covenant or carve-out, in each case, to the extent such Financing Lease
Obligations would have been characterized as operating leases in accordance with GAAP as of the Closing Date, shall instead be treated
as operating leases.


 






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1.3             
Interpretation, Etc. Any of the terms defined herein may, unless the context otherwise requires, be used
in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall
be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein
of the word “include” or “including”, when following any general statement, term or matter, shall not be construed
to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items
or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or
words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter. The terms lease and license shall include sub-lease,
charter (including related to corporate aircraft leases) and sub-license, as applicable. Unless otherwise specifically indicated,
the term “consolidated” with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries.


 


1.4             
[Reserved].


 


1.5             
Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall
be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there
is no nearest number).


 


1.6             
References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references
to Organizational Documents, agreements (including, without limitation, the Credit Documents and the Intercreditor Agreements) and other
contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by
any Credit Document and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting such Law.


 









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1.7             
 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to
Eastern time (daylight savings or standard, as applicable).


 


1.8             
Timing of Payment or Performance. When the payment of any obligation or the performance of any covenant,
duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other
than as specifically provided in Section 2.13) or performance shall extend to the immediately succeeding Business Day.


 


1.9             
Limited Condition Acquisitions. In connection with any action being taken in connection with a Limited
Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires that no Default, Event
of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable,
such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default, Event of Default or Specified Event
of Default, as applicable, exists on the date a definitive agreement for such Limited Condition Acquisition is entered into. For the
avoidance of doubt, if the Borrower has exercised its option under the first sentence of this Section 1.9, and any Default, Event
of Default or Specified Event of Default, as applicable, occurs following the date a definitive agreement for such Limited Condition
Acquisition is entered into and prior to the consummation of such Limited Condition Acquisition, any such Default, Event of Default or
Specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether
any action being taken in connection with such Limited Condition Acquisition is permitted hereunder.


 


1.10         
Pro Forma Calculations.


 


(a)              
[Reserved].


 


(b)              
In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:


 


(i)                
determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio;
or


 


(ii)             
testing baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets);


 


in each case, at the option of the Borrower (the
Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”),
the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements
for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving Pro Forma Effect
to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence
of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable Four Quarter Period, the
Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio or basket, such ratio or basket shall
be deemed to have been complied with; provided that (1) if financial statements for one or more subsequent fiscal years or
quarters shall have been delivered pursuant to the Borrower’s reporting obligations under Section 5.4, the Borrower may elect,
in its sole discretion, to re-determine all such ratios, baskets or amounts on the basis of such financial statements, in which case,
such date of redetermination shall thereafter be deemed to be the applicable effective date for purposes of such ratios, baskets or amounts
and (2) except as contemplated in the foregoing clause (1), compliance with such ratios, baskets or amounts (and any related requirements
and conditions) shall not be determined or tested at any time after the applicable effective date for such Limited Condition Acquisition
and any actions or transactions related thereto (including any incurrence of Indebtedness and Liens and the use of proceeds thereof).
For the avoidance of doubt, if the Borrower has made an LCA Election and any of the ratios or baskets for which compliance was determined
or tested as of the LCA Test Date are exceeded as a result of fluctuations in currency exchange rates, in any such ratio or basket, including
due to fluctuations in Consolidated Adjusted EBITDA or Consolidated Total Assets of the Borrower or the Person subject to such Limited
Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed
to have been exceeded as a result of such fluctuations. If the Borrower has made an LCA Election for any Limited Condition Acquisition,
then in connection with any subsequent calculation of any ratio or basket availability with respect to the incurrence of Indebtedness
or Liens, or the making of Investments, Restricted Payments, prepayments of Junior Financing, dispositions on or following the relevant
LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement
for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such
ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection
therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.


 






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(c)              
For purposes of calculating the principal amount of Indebtedness permitted to be incurred pursuant to clauses (21), (29)
or (30) of the definition of “Permitted Debt”) (collectively, the “Ratio-Based Debt Baskets”), any
pro forma calculation of the Total Net Leverage Ratio shall be determined without giving effect to any other incurrence of Indebtedness
on the date of determination pursuant to any clause or sub-clause of Section 6.1 other than a Ratio-Based Debt
Basket.


 


(d)              
For purposes of calculating the amount of Liens permitted to be incurred pursuant to clause (16) of the definition of “Permitted
Liens” (the “Ratio-Based Lien Baskets”), any pro forma calculation of the Total Net Leverage Ratio shall
be determined without giving effect to any other incurrence of Liens on the date of determination pursuant any clause or sub-clause of
Section 6.2 other than a Ratio-Based Lien Basket.


 


1.11         
Calculation of Baskets.


 


(a)              
Unless otherwise specified herein, the baskets and other exceptions set forth in Section 6 of this Agreement (or in
any defined term used in Section 6) shall be tested solely at the time of consummation of the relevant transaction or action utilizing
any of such baskets or other exceptions and, for the avoidance of doubt, if any of such baskets (including ratio based baskets) are exceeded
as a result of fluctuations to Consolidated Total Assets or Consolidated Adjusted EBITDA for the most recently completed Four Quarter
Period after the last time such baskets (including ratio based baskets) were calculated for any purpose under Section 6, such baskets
(including ratio based baskets) will not be deemed to have been exceeded as a result of such fluctuations. If any Indebtedness or Liens
securing Indebtedness are incurred to refinance Indebtedness or Liens securing Indebtedness, in each case, initially incurred in reliance
on a basket measured by reference to a percentage of Consolidated Total Assets at the time of incurrence, and such refinancing would
cause the percentage of Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated Total Assets on
the date of such refinancing, such percentage of Consolidated Total Assets restriction shall not be deemed to be exceeded so long as
the principal amount of such Indebtedness or Indebtedness secured by such Liens, as applicable, does not exceed the principal amount
of such Indebtedness or Indebtedness secured by such Liens, as applicable, being refinanced, plus an amount equal to premiums, defeasance
costs and fees and expenses in connection therewith.


 






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(b)              
For purposes of determining whether the incurrence of any Indebtedness or Lien or the making of any Investment, disposition,
Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction of Junior Financing complies with any basket
that is based upon the greater of a specified Dollar amount and a percentage of Consolidated Total Assets, Consolidated Total Assets
shall be calculated on a Pro Forma Basis.


 


1.12         
Divisions. Any reference herein to (i) a transfer, assignment, sale, disposition or transfer, or
similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of
a limited liability company (collectively, a “Division”), as if it were a transfer, assignment, sale or transfer,
or similar term, as applicable, to a separate Person, and (ii) a merger, consolidation, amalgamation or consolidation, or similar
term, shall be deemed to apply to the division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company, or the unwinding of such a division or allocation, as if it were a merger, consolidation, amalgamation or consolidation
or similar term, as applicable, with a separate Person.


 


1.13         
[Reserved]..


 


SECTION
2.         TERM
LOANS


 


2.1             
Term Loans.


 


(a)              
Closing Date Term Commitments. Subject to the terms and conditions hereof, the BPC Lender agrees to make, on the
Closing Date, one or more term loans (each, a “Closing Date Term Loan”) to the Borrower in Dollars in an amount equal
to such Lender’s Closing Date Term Commitment. The Borrower may make only one borrowing under the Closing Date Term Commitment
which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not
be reborrowed. Subject to Sections 2.11 and 2.12, all amounts owed hereunder with respect to the Closing Date Term Loans shall
be paid in full no later than the Maturity Date. The BPC Lender’s Closing Date Term Commitment shall terminate immediately and
without further action on the Closing Date after giving effect to the funding of such Lender’s Closing Date Term Commitment on
such date.


 









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(b)              
 Borrowing Mechanics for Closing Date Term Loans.


 


(i)                
The Borrower shall deliver to the Administrative Agent a fully executed Funding Notice no later than 9:00 a.m. (New York
City time) two Business Days prior to the Closing Date (or such later time as may be acceptable to Administrative Agent). Promptly upon
receipt by the Administrative Agent of such Funding Notice, the Administrative Agent shall notify the BPC Lender of the proposed borrowing.


 


(ii)             
The BPC Lender shall make its Closing Date Term Loan available to Administrative Agent not later than 9:30 a.m. (New York
City time) on the Closing Date, by wire transfer of Same Day Funds in Dollars at the Principal Office designated by the Administrative
Agent. Upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of
the Closing Date Term Loans available to the Borrower on the Closing Date by causing an amount of Same Day Funds in Dollars equal to
the proceeds of all such Term Loans received by the Administrative Agent from the BPC Lender to be credited to the account of the Borrower
at the Principal Office designated by the Administrative Agent or to such other account as may be designated in writing to Administrative
Agent by the Borrower.


 


(c)              
Exchanged Term Loans. In reliance on the representations and warranties, and subject to the terms and conditions
set forth in this Agreement and the other Credit Documents, each Lender with an Exchanged Term Commitment, on the Closing Date, shall
exchange all of its rights, title and interests in, to and under the Existing Term Loans in return for (i) its pro rata
share of the Exchanged Term Loans in the principal amount set forth opposite such Lender’s name on Appendix A of this Agreement
under the heading “Exchanged Term Loans” appearing thereon, (ii) any Exchange Cash Payment (if applicable) and
(iii) the applicable Cash Interest Payment. All amounts owed under this Section 2.1(c) and subsequently repaid
or prepaid may not be reborrowed. Subject to Sections 2.11 and 2.12, all amounts owed hereunder with respect to the Exchanged
Term Loans shall be paid in full no later than the Maturity Date. Each Lender’s Exchanged Term Commitment shall terminate immediately
and without further action on the Closing Date after giving effect to the Exchange on the Closing Date.


 


(d)              
One Class of Term Loans. Closing Date Term Loans and Exchanged Term Loans, when funded, shall constitute one class
of Term Loans for all purposes of this Agreement and the other Credit Documents.


 


2.2             
[Reserved].


 


2.3             
[Reserved].


 


2.4             
Pro Rata Shares; Availability of Funds.


 


(a)              
Pro Rata Shares. All Term Loans shall be made, either as Closing Date Term Loans or pursuant to the Exchange, by
the Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible
for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder, nor shall any Term Loan
Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation
to make a Loan requested hereunder or purchase a participation required hereby.


 






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(b)              
Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the Closing Date
that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Term Loan requested on the
Closing Date, the Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Closing
Date and the Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding
amount on the Closing Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day
from the Closing Date until the date such amount is paid to Administrative Agent, at the customary rate set by the Administrative Agent
for the correction of errors among banks. In the event that (i) Administrative Agent does not make available to Borrower
a requested amount on the Closing Date until such time as all applicable Lenders have made payment to Administrative Agent, (ii) any
payment by or on behalf of a Lender hereunder is not made in Same Day Funds prior to the time period specified herein, and (iii) such
delay causes Administrative Agent’s failure to fund to Borrower in accordance with its Funding Notice, such payment shall be deemed
a non-conforming payment and such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s
Term Loans for the period commencing with the time specified in this Agreement for receipt of payment by Borrower through and including
the time of Borrower’s receipt of the requested amount. If such Lender does not pay such corresponding amount forthwith upon Administrative
Agent’s demand therefor, the Administrative Agent shall promptly notify Borrower and the Borrower shall immediately pay such corresponding
amount to Administrative Agent together with interest thereon, for each day from such Closing Date until the date such amount is paid
to Administrative Agent, at the rate payable hereunder at the time. Nothing in this Section 2.4(b) shall be deemed to relieve
any Lender from its obligation to fulfill its Term Loan Commitments or to prejudice any rights that Borrower may have against any Lender
as a result of any default by such Lender hereunder.


 


2.5             
Evidence of Debt; Register; Disqualified Lenders; Lenders’ Books and Records; Notes.


 


(a)              
Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing
the Obligations of the Borrower to such Lender, including the amounts of the Term Loans made by it and each repayment and prepayment
in respect thereof. Any such recordation shall be conclusive and binding on the Borrower, absent manifest error; provided that
the failure to make any such recordation, or any error in such recordation, shall not affect the Borrower’s Obligations in respect
of any applicable Term Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s
records, the recordations in the Register shall govern.


 






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(b)              
Register. The Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at one of its
offices a register for the recordation of the names and addresses of Lenders and the principal amounts and stated interest of the Term
Loans of each Lender from time to time (the “Register”). The Administrative Agent shall record, or shall cause to
be recorded, in the Register the Term Loans in accordance with the provisions of Section 10.4, and each repayment or prepayment
in respect of the principal amount of the Term Loans, and any such recordation shall be conclusive and binding on the Borrower and each
Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not
affect the Borrower’s Obligations in respect of any Term Loan. The Borrower hereby designates the Administrative Agent to serve
as the Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.5,
and the Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, the Administrative Agent and its Related
Parties shall constitute “Indemnitees”.


 


(c)              
Disqualified Lenders. The list of Disqualified Lenders will be available to the Lenders and the Agents upon request
to the Administrative Agent. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent shall not be deemed
to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this
Section 2.5(c), nor shall the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments,
participations or other actions in respect of Disqualified Lenders (except to the extent of the Administrative Agent’s gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment)), or otherwise take
(or omit to take) any action with respect thereto (it being understood that any assignment or participation to any Disqualified Lender
without the Borrower’s prior written consent thereto shall be without effect and void and the Administrative Agent shall not consider
any Disqualified Lender to be a Lender or have any rights hereunder (provided that the Administrative Agent has actual knowledge that
a Lender is a Disqualified Lender)). The parties to this Agreement further acknowledge and agree that, notwithstanding the right of the
Borrower to supplement the list of Disqualified Lenders pursuant to the definition thereof, in no event shall any such supplement apply
retroactively to disqualify any Person or Persons that have previously acquired an assignment or participation interest under this Agreement
that is otherwise permitted hereunder; provided that upon the effectiveness of any such supplement, any such Person or Persons
shall not be permitted to acquire additional Term Loans, Term Loan Commitments or participations hereunder.


 


(d)              
Notes. If so requested by any Lender by written notice to Borrower at least three Business Days prior to the Closing
Date (or, if such notice is delivered after the Closing Date, promptly after receipt by Borrower of such notice), the Borrower shall
execute and deliver to such Lender (or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender
pursuant to Section 10.4) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after the Borrower’s
receipt of such notice) a Note or Notes to evidence such Lender’s Term Loans; provided that any excise, stamp or similar
tax required to be paid by the Borrower or any other Credit Party pursuant to Rule 12B-4 of the Florida Administrative Code (or any
successor or replacement provision thereto) as a result of the delivery of such Note shall be for the account of the Lender requesting
such Note.


 






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2.6             
Interest on Loans.


 


(a)              
Except as otherwise set forth herein, all Term Loans shall bear interest on the unpaid principal amount thereof from the
date made to repayment (whether by acceleration or otherwise) thereof at the following rates, in each case paid in a combination of cash
interest (“Cash Interest”) and/or paid-in-kind interest (“PIK Interest”) as follows:


 


(i)                
from the Closing Date until and including the Interest Payment Date on the one-year anniversary of the Closing Date, at
a rate of 10% in the form of PIK Interest; and


 


(ii)             
thereafter at a rate of 5% in the form of Cash Interest and 5% in the form of PIK Interest.


 


(b)              
Notwithstanding the foregoing, the Borrower may, by written notice to the Administrative Agent at least five (5) Business
Days prior to the applicable Interest Payment Date, elect to pay in cash any interest required to be paid in the form of PIK Interest
on such Interest Payment Date.


 


(c)              
Interest on the Term Loans shall be due and payable in arrears on each Interest Payment Date. Notwithstanding the foregoing,
PIK Interest shall automatically accrue and be capitalized to the outstanding principal amount of the Term Loans on each applicable Interest
Payment Date, and shall thereafter be deemed to be a part of the principal amount of the Term Loans. For the avoidance of doubt, once
PIK Interest has been capitalized, interest shall accrue on the increased principal amount of the Term Loans, which includes such capitalized
PIK Interest. All PIK Interest that has accrued and has not been paid in cash shall be payable in cash on the Maturity Date or upon acceleration
or as otherwise provided under the Credit Documents. Interest on each Loan shall be payable in cash in arrears upon any prepayment of
such Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid.


 


(d)              
All interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). In computing interest on any Loan, the date of the making of such
Loan or the last Interest Payment Date with respect to such Loan, as the case may be, shall be included, and the Interest Payment Date
then applicable to such Loan shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s
interest shall be paid on that Loan.


 


2.7             
[Reserved].


 


2.8             
Default Interest. Upon the occurrence and during the continuance of any Event of Default, all Obligations
hereunder shall bear interest at the Default Rate from the date of occurrence of such Event of Default to the fullest extent permitted
by applicable laws. Accrued and unpaid interest at the Default Rate shall be due and payable in cash upon demand.


 






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2.9             
Fees.


 


(a)              
Exit Fee. Notwithstanding anything to the contrary in the Credit Documents, at any time any of the Term Loans are
paid, repaid, redeemed or prepaid (whether before, at the same time of or after the Maturity Date, in connection with any amortization
payment or any acceleration, bankruptcy or otherwise, and including in connection with a Change of Control or a Loan Exchange Exercise),
the Borrower shall pay to the Administrative Agent for the sole benefit of the Lenders (based on their Pro Rata Share of such Term Loans)
a non-refundable exit fee (the “Exit Fee”) equal to 3.0% of the principal amount of the Term Loans paid, repaid, redeemed
or prepaid up to a maximum of $5.70 million in the aggregate (the “Maximum Exit Fee”). The Exit Fee shall be due and
payable to each Lender (or in the case of a Loan Exchange Exercise, the applicable Lender) in cash upon each such payment, repayment,
redemption or prepayment of the Term Loans; provided that no Exit Fee shall be payable to any particular Lender after such Lender’s
Pro Rata Share of the Maximum Exit Fee has been paid to such Lender. Any Exit Fee payable in accordance with this Section 2.9 shall be
presumed to be equal to the liquidated damages sustained by the Lenders as the result of the occurrence of any event triggering the prepayment
of such Exit Fee and the Borrower agrees that it is reasonable under the circumstances currently existing. Notwithstanding anything in
this Agreement to the contrary, the parties hereto acknowledge that the Exit Fee shall survive acceleration of the Obligations and/or
the occurrence of any insolvency proceeding, and shall automatically accrue to the principal amount of the Term Loans and shall constitute
part of the Obligations for all purposes herein, and interest shall accrue on the full principal amount of the Term Loans (including
the Exit Fee) from and after the applicable triggering event. If the Term Loans are accelerated for any reason pursuant to the terms
herein, including in connection with any insolvency proceeding, the Exit Fee shall be calculated as if the date of acceleration of the
Term Loans was the date of prepayment of the Term Loans. THE BORROWER EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE
OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING EXIT FEE AND ANY DEFENSE TO PAYMENT WHETHER SUCH DEFENSE MAY BE
BASED IN AMBIGUITY, PUBLIC POLICY OR OTHERWISE. The Borrower expressly agrees that: (A) the Exit Fee is reasonable and is the product
of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Exit Fee shall
be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct
between Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Exit Fee; (D) the
Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph; (E) the Borrower’s agreement
to pay the Exit Fee is a material inducement to the Lenders to provide the Term Loans; and (F) the Exit Fee represents a good faith,
reasonable estimate and calculation of the lost profits or damages of the Lenders and that it would be impractical and extremely difficult
to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such event triggering payment
of the Exit Fee.


 


(b)              
Agent Fees. The Borrower shall pay to the Agents such fees as set forth in the Agent Fee Letter in the amounts and
at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as
expressly agreed between the Borrower and the applicable Agent).


 


2.10         
Scheduled Payments. Any and all principal of the Term Loans remaining unpaid, together with all interest
accrued but unpaid thereon, automatically and unconditionally shall be due and payable in full in cash on the Maturity Date.


 


2.11         
Voluntary Prepayments.


 


(a)              
At any time and from time to time, the Borrower may prepay any Loans on any Business Day in whole or in part upon notice
substantially in the form of Exhibit J delivered within the periods set forth in clause (b) below, with any partial prepayment
being in an aggregate minimum amount of $500,000, and integral multiples of $250,000, in excess of that amount.


 


(b)              
All such prepayments shall be made upon not less than three Business Days’ prior written notice in each case given
to the Administrative Agent by 1:00 p.m. (New York City time) on the date required and the Administrative Agent will promptly notify
the Lenders of such prepayment. Upon the giving of any such notice, the principal amount of the Term Loans specified in such notice shall
become due and payable on the prepayment date specified therein; provided that any such prepayment notice may condition the prepayment
obligation on the occurrence or non-occurrence of any event specified therein (including a Change of Control, refinancing transaction
or Permitted Investment), in which case such notice may be revoked (or extended) by the Borrower (in its sole discretion) if such condition
is not satisfied. Voluntary prepayments of any Term Loan permitted hereunder shall be applied on a pro rata basis among all Term
Loans.


 


2.12         
Mandatory Prepayments.


 


(a)              
Asset Sales; Casualty Events; Debt. The Borrower shall apply all Net Cash Proceeds to prepay Term Loans:


 


(i)                
within five Business Days following actual receipt of the Net Cash Proceeds from an Asset Sale or the Net Cash Proceeds
from a Casualty Event (unless the Borrower shall have delivered a Reinvestment Notice on or prior to such fifth Business Day); provided
that notwithstanding the foregoing, (A) on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment
Amount with respect to the relevant Reinvestment Event shall be applied to such prepayment (together with accrued interest thereon);
(B) the Borrower shall only be required to make a mandatory prepayment with the Net Cash Proceeds of any Asset Sale or Casualty
Event pursuant to this Section 2.12(a)(i) if the aggregate Net Cash Proceeds in any Fiscal Year in respect of all Asset Sales or
all Casualty Events, respectively, exceeds the greater of $20.0 million and 1.15% of Consolidated Total Assets; and (C) to
the extent such aggregate Net Cash Proceeds do not exceed $20.0 million and 1.15% of Consolidated Total Assets in any Fiscal Year,
then the Borrower and its Restricted Subsidiaries shall be entitled to retain any such Net Cash Proceeds, with no prepayment obligation,
and use such Net Cash Proceeds for any purposes not prohibited under this Agreement; and


  



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(ii)             
within one Business Day following receipt of Net Cash Proceeds from the incurrence, issuance or sale by the Borrower or
any Restricted Subsidiary of any Indebtedness (other than Excluded Indebtedness);


 


provided, in the case of each of (i) and (ii)
above, if at the time that any such prepayment would be required, the Borrower shall be required to, or to offer to, repurchase or redeem
or repay or prepay the First Lien Notes or the ABL Facility with the Net Cash Proceeds of such Asset Sale, Casualty Event or incurrence,
issuance or sale of Indebtedness (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”),
then the Borrower (or any Restricted Subsidiary) shall apply such Net Cash Proceeds first to the repurchase, redemption of repayment
of Other Applicable Indebtedness at such time; provided, that the portion of such Net Cash Proceeds allocated to the Other Applicable
Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant
to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds or such Excess Cash Flow shall be allocated to the
Term Loans (in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable
Indebtedness decline to have such Indebtedness repurchased or repaid with such Net Cash Proceeds, the declined amount of such Net Cash
Proceeds shall promptly (and in any event within ten Business Days after the date of such rejection) be applied to prepay the Term Loans
in accordance with the terms hereof (to the extent such Net Cash Proceeds would otherwise have been required to be so applied if such
Other Applicable Indebtedness was not then outstanding).


 


(b)              
[Reserved].


 


(c)              
[Reserved].


 


(d)              
[Reserved].


 


(e)              
Declining Lender. With respect to any prepayment of Term Loans pursuant to Section 2.12a)i), any Lender may
elect, at its option to decline to accept all of any portion of the applicable prepayment by written notice to the Administrative Agent
not later than 1:00 p.m. (New York City time) at least one Business Day prior to the required prepayment date, in which case the aggregate
amount of the mandatory prepayment that would have been applied to prepay Loans but was so declined shall be applied as required under
the terms of any permitted Indebtedness of the Borrower or its Restricted Subsidiaries and may otherwise be retained by the Borrower
and shall increase the Cumulative Credit.


 


(f)               
Notice of Mandatory Prepayment. The Borrower shall provide the Administrative Agent written notice of any prepayment
under this Section 2.12 not later than 1:00 p.m. (New York City time) three (3) Business Days prior to the date of such prepayment.


 


(g)              
Other Foreign Entities. Notwithstanding the foregoing, to the extent that any Net Cash Proceeds in respect of any
Asset Sale or Casualty Event attributable to a Foreign Subsidiary that is required to be applied to prepay the Term Loans pursuant to
Section 2.12(a)(i), (i) would be prohibited or restricted under applicable local law (including, without limitation,
as a result of laws or regulations relating to financial assistance, corporate benefit, restrictions on upstreaming of cash intragroup
and fiduciary and statutory duties of directors of relevant subsidiaries) (provided that the Borrower and its Restricted Subsidiaries
shall take all commercially reasonable actions available under local law to permit such repatriation) or (ii) would result
in material adverse tax consequences as determined in good faith by the Borrower (which shall be conclusively evidenced by a certificate
of an Authorized Officer of the Borrower) (including, without limitation, as a result of any withholding tax), then in each case, the
Borrower shall not be required to prepay such amounts (the “Excluded Amounts”) as required under Section 2.12(a)(i) (any
such limitation, a “Repatriation Limitation”). The non-application of the Excluded Amounts as a consequence of
any Repatriation Limitation will not constitute an Event of Default hereunder. For purposes of the foregoing, the Excluded Amounts shall
be available for working capital or other purposes of the Borrower, the Foreign Subsidiary or any Restricted Subsidiary. Excluded Amounts
shall not be deemed to be Net Cash Proceeds, regardless of whether the Repatriation Limitation ceases to apply after such initial determination.


 






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(h)              
Order of Payments. Each prepayment of Term Loans pursuant to this Section 2.12 shall be applied ratably to
the Term Loans then outstanding.


 


(i)                
[Reserved].


 


(j)                
Prepayment Certificate. Concurrently with any prepayment of the Term Loans pursuant to Section 2.12(a), the
Borrower shall deliver to the Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount
of the applicable Net Cash Proceeds. In the event that Borrower shall subsequently determine that the actual amount of Net Cash Proceeds
received exceeded the amount set forth in such certificate, the Borrower shall promptly make an additional prepayment of the Term Loans
in an amount equal to such excess in accordance with Section 2.12(a), and the Borrower shall concurrently therewith deliver to the
Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.


 


2.13         
General Provisions Regarding Payments.


 


(a)              
All payments by the Borrower of principal, interest, fees and other Obligations shall be made in Dollars in Same Day Funds,
without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to the Administrative Agent
not later than 12:00 p.m. (New York City time) on the date due at the Principal Office of the Administrative Agent for the account
of Lenders; for purposes of computing interest and fees, funds received by the Administrative Agent after that time on such due date
may, in the Administrative Agent’s discretion, be deemed to have been paid by Borrower on the next succeeding Business Day.


 


(b)              
All payments in respect of the principal amount of any Loan shall be accompanied by payment of accrued interest on the
principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of any Loan on a date when
interest is due and payable with respect to such Loan) shall be applied to the payment of interest then due and payable before application
to principal.


 


(c)              
The Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender, at such
address as such Lender shall indicate in writing, such Lender’s applicable share of all payments and prepayments of principal and
interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received
by the Administrative Agent.


 


(d)              
[Reserved].


 


(e)              
[Reserved].


 






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(f)               
 Administrative Agent may deem any payment by or on behalf of Borrower hereunder that is not made in Same Day Funds prior
to 12:00 p.m. (New York City time) for any payments in Dollars to be a non-conforming payment. Any such payment may not be deemed
to have been received by the Administrative Agent until the later of (i) the time such funds become available funds, and
(ii) the applicable next Business Day. The Administrative Agent shall give prompt notice to the Borrower and each applicable
Lender if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in
accordance with the terms of Section 8.1(b). Interest shall continue to accrue on any principal as to which a non-conforming
payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next
succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable
until the date such amount is paid in full.


 


(g)              
If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have
been accelerated pursuant to Section 8.1, or if any Agent received proceeds pursuant to any sale of, any collection from, or other
realization upon all or any part of the Collateral, or if any payment received by any Agent under this Agreement or any of the other
Credit Documents is insufficient to pay in full all amounts due and payable to the Agents and the Lenders under or in respect of this
Agreement and the other Credit Documents on any date, all payments or proceeds received by the Administrative Agent or Collateral Agent
in respect of any of the Obligations shall be applied in accordance with the application arrangements described in Section 4.02
of the Second Lien Pledge and Security Agreement.


 


2.14         
Ratable Sharing. Lenders hereby agree among themselves that, except as otherwise expressly provided in this
Agreement or the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral,
if any of them shall, whether by voluntary or mandatory payment (other than a voluntary or mandatory prepayment of Term Loans made and
applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim
or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated
as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest,
fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate
Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate
Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations
(which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its
portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall
be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of
the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned
to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing
arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation,
set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as
if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed
to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or
(b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Term
Loans or other Obligations owed to it.


 






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2.15         
[Reserved].


 


2.16         
Increased Costs; Capital Adequacy.


 


(a)              
If any Change in Law shall:


 


(i)              impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended by, any Lender;


 


(ii)             subject
the Administrative Agent or any Lender to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters
of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)           
impose on any Lender any other condition, cost or expense (in each case, other than Taxes) affecting this Agreement or
Term Loans made by such Lender;


 


and the result of any of the foregoing shall
be to increase the cost to such Lender of making or maintaining any Term Loan (or of maintaining its obligation to make any such Term
Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender, upon written request of such Lender, such additional amount or amounts as will compensate such Lender
for such additional costs incurred or reduction suffered.


 


(b)              
If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect
of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a
consequence of this Agreement or the Term Loans made by such Lender, to a level below that which such Lender or such Lender’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction
suffered. Notwithstanding any other provision herein, no Lender shall demand compensation pursuant to this Section 2.16(b) as
a result of a Change in Law resulting from Basel III or the Dodd-Frank Wall Street Reform and Consumer Protection Act if it shall
not at the time be the general policy or practice of such Lender to demand such compensation from similarly situated borrowers (to the
extent that, with respect to such Change in Law, such Lender has the right to do so under its credit facilities with similarly situated
borrowers).


 






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(c)              
A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company,
as applicable, as specified in paragraph (a) or (b) of this Section 2.16 shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business
Days after receipt thereof.


 


(d)              
Promptly after any Lender has determined that it will make a request for increased compensation pursuant to this Section 2.16,
such Lender shall notify the Borrower. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.16
shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be
required to compensate a Lender pursuant to this Section 2.16 for any increased costs or reductions incurred more than 90 days prior
to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive
effect thereof.


 


2.17         
Taxes; Withholding, Etc.


 


For purposes of this Section 2.17,
the term “applicable law” includes FATCA.


 


(a)              
Payments to Be Free and Clear. All amounts payable by or on behalf of any Credit Party hereunder and under the other
Credit Documents to or for the benefit of any Agent or any Lender shall (except to the extent required by applicable law) be paid free
and clear of, and without any deduction or withholding on account of, any Tax.


 


(b)              
Withholding of Taxes. If any Credit Party, other applicable withholding agent or Administrative Agent is required
by applicable law or the administrative practice of any Governmental Authority to make any deduction or withholding on account of any
Tax from any amount paid or payable (including any deemed payment in connection with a Loan Exchange Exercise) by any Credit Party under
any of the Credit Documents to or for the benefit of any Agent or any Lender: (i) the Borrower shall notify the Administrative
Agent of any such requirement or any change in any such requirement as soon as it becomes aware of it; (ii) the applicable
withholding agent shall deduct or withhold such Tax and pay, or cause to be paid, any such Tax deducted or withheld to the relevant Governmental
Authority (provided that, if such Tax arises in connection with a Loan
Exchange Exercise and is not an Indemnified Tax, then the applicable Lender shall provide funds to the applicable withholding agent in
an amount equal to the amount of such Tax), (iii) if the Tax is an Indemnified Tax, the amount payable by such Credit
Party in respect of which the relevant deduction, withholding or payment is required shall be increased (or, in the case of an Indemnified
Tax arising in connection with a Loan Exchange Exercise, paid by such Credit Party directly to the relevant Governmental Authority) to
the extent necessary to ensure that, after the making of the deduction, withholding or payment for Indemnified Taxes (including any deduction,
withholding or payment applicable to additional amounts payable under this Section 2.17), the applicable Agent or the applicable
Lender, as the case may be, receives on the due date a net amount equal to what it would have received had no such deduction, withholding
or payment for Indemnified Taxes been required or made; and (iv) as soon as practicable after the due date of payment to
the relevant Governmental Authority of any Tax deducted or withheld in accordance with clause (ii) above (or paid by the applicable
Credit Party directly to the relevant Governmental Authority in accordance with clause (iii) above), the applicable withholding agent
shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence satisfactory to the Administrative Agent of such deduction,
withholding or payment and of the remittance thereof to the relevant Governmental Authority.


 






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(c)              
Tax Documentation.


 


(i)                
If any Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made
under any Credit Document, such Agent or such Lender shall deliver, to the extent it is legally entitled to do so, to the Borrower and
the Administrative Agent, at the time or times reasonably requested in writing by the Borrower or the Administrative Agent, such properly
completed and executed documentation that is required by applicable law or the administrative practice of any Governmental Authority
and that is reasonably requested in writing by the Borrower or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Agent or any Lender, if reasonably requested in writing by the Borrower
or the Administrative Agent, shall, to the extent it is legally entitled to do so, deliver such other documentation prescribed by applicable
law and reasonably requested in writing by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative
Agent to determine whether or not such Agent or such Lender is subject to backup withholding or information reporting requirements.


 


(ii)             
Without limiting the generality of the foregoing,


 


(A)            
the Administrative Agent shall, to the extent legally entitled to do so, deliver to the Borrower on or prior to the date
on which it becomes the Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower), executed originals of the applicable IRS Form W-8/W-9;


 


(B)             
any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 


(C)             
any Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and
the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative
Agent), whichever of the following is applicable:


 






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(1)              
in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Credit Document, executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate)
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such
tax treaty and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN-E establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;


 


(2)              
executed originals of IRS Form W-8ECI;


 


(3)            
in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the
Internal Revenue Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”)
and (y) executed originals of IRS Form W-8BEN or W-8BEN-E (as appropriate); or


 


(4)            to
the extent a Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN or W-8BEN-E (as appropriate), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2
or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;
provided that if the Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest
exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf
of each such direct and indirect partner; and


 


(D)            
the Administrative Agent and any Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and
the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which the Administrative
Agent or such Lender becomes the Administrative Agent or a Lender under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for
claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation
as may be prescribed by applicable law to permit the Borrower, withholding agent or Administrative Agent to determine the withholding
or deduction required to be made.


 






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(d)              
The Credit Parties shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable
law or, at the option of the applicable Agent, timely reimburse it for such Other Taxes, in each case, within 10 days after demand
therefor. The relevant Credit Party shall deliver to the applicable Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the applicable Agent in respect of any Other Taxes payable hereunder, as soon as practicable after payment of such Other
Taxes.


 


(e)              
The Credit Parties shall indemnify each Agent and any Lender, within 10 days after written demand therefor, for the full
amount of Indemnified Taxes (including any such Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.17 paid by such Agent or Lender, or any of their respective Affiliates or required to be withheld or deducted from a payment
to such Person, and for any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority). A certificate as to the amount of such payment or liability
shall be delivered such Credit Party shall be conclusive absent manifest error.


 


(f)               
If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as
to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this
Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all reasonable and documented out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified
party as soon as reasonably practicable the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to
such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party
be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts
giving rise to such refund had never been paid. This paragraph shall not be construed to require any indemnified party to make available
its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person,
or to arrange its affairs in any particular manner.


 






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(g)              
If a payment made to a Lender under any Credit Document would be subject to Tax imposed by FATCA if such Lender were to
fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with
their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this clause (g), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement.


 


(h)              
The Administrative Agent and each Lender agrees that if any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 


(i)                
[Reserved].


 


(j)                
Each party’s obligations under this Section 2.17 shall survive the resignation, replacement, or removal of any
Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments, the repayment, satisfaction
or discharge of all Obligations under any Credit Document, and the termination of this Agreement or any other Credit Document.


 


2.18         
Mitigation Obligations; Replacement of a Lender.


 


(a)              
If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any additional amount
to the Administrative Agent, any Lender or any Governmental Authority for the account of the Administrative Agent or any Lender pursuant
to Section 2.17, then the Administrative Agent or such Lender shall use reasonable efforts to mitigate the effects of the event
giving rise to such request or payment, including, in the case of a Lender, designating a different lending office for funding or booking
its Term Loans made hereunder or assigning its rights and obligations hereunder to another of its offices, branches or Affiliates if,
in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.16 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any unreimbursed cost
or expense and would not otherwise be disadvantageous to such Lender in any respect. The Borrower hereby agrees to pay all reasonable
and documented out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.


 






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(b)              
 If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any additional amount
to the Administrative Agent, any Lender or any Governmental Authority for the account of the Administrative Agent or any Lender pursuant
to Section 2.17, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent,
either (i) so long as no Default or Event of Default has occurred and is continuing, prepay such Lender’s outstanding
Term Loans hereunder in full without premium or penalty or (ii) require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in Section 10.4), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);
provided that such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower or, in the case of an assignment, from
the Borrower or the assignee and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.16
or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments.
No action by or consent of the replaced Lender shall be necessary in connection with such removal or assignment, in the case of clause (ii)
above, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment,
the Borrower, the Administrative Agent, such replaced Lender and the replacement Lender shall otherwise comply with Section 10.4
(with the processing and recordation fee set forth therein to be paid by the Borrower or the replacement Lender); provided that
if such replaced Lender does not comply with Section 10.4 within three Business Days after the Borrower’s request, compliance
by such replaced Lender with Section 10.4 shall not be required to effect such assignment.


 


2.19         
Reserved.


 


2.20         
Warrants.


 


(a)              
On the Closing Date, the Borrower shall issue to the Lenders, based on such Lenders’ Pro Rata Share, the Warrants
to purchase 8,280,000 shares of Common Stock, at an exercise price of $6.88 per share (each as subject to any adjustments provided for
therein), with an expiration date of April 22, 2029, each substantially in the form of Exhibit O attached hereto. The Warrants
issued pursuant to this Section 2.20 shall be allocated on the Closing Date to the Lenders as set forth on Appendix A.


 


(b)              
Any Lender may, at such Lender’s sole option, in accordance with Section 3(a)(iii) of the applicable Warrant, pay
all or any portion of the Exercise Price (as defined in the applicable Warrant) by reducing the principal amount of such Lender’s
Term Loans in an amount equal to such Exercise Price (a “Loan Exchange Exercise”); provided that such Lender shall
provide written notice to the Administrative Agent within one (1) Business Day after such Loan Exchange Exercise (upon which notice the
Administrative Agent may conclusively rely without independent inquiry) (a “Loan Exchange Exercise Notice”). In connection
with any such Loan Exchange Exercise, interest shall cease to accrue on such Term Loans for any day after the date such Exercise Price
has been paid and Common Stock has been issued to such Lender for the portion of such Warrant that was exercised, and the accrued and
unpaid interest on such Term Loans shall be paid by the Borrower in cash on the next succeeding Interest Payment Date. For the avoidance
of doubt, any Loan Exchange Exercise shall be subject to the payment by the Borrower of the Exit Fee to the Administrative Agent for
the benefit of such Lender on the date of the Loan Exchange Exercise. Each Loan Exchange Exercise Notice shall (i) specify
the principal amount of such Lender’s Term Loans which has been reduced as a result of the Loan Exchange Exercise and the effective
date of such reduction, (ii) state that the Administrative Agent is authorized and directed by such Lender to make such reduction
in the Register, and (iii) state that all accrued and unpaid interest on such reduced portion of the Term Loans, up to the
effective date of such reduction, is due and payable in cash by the Borrower on the next succeeding Interest Payment Date.


 






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SECTION
3.         CONDITIONS
PRECEDENT


 


3.1             
Closing Date. The obligation of each Lender to extend Term Loans to the Borrower on the Closing Date
shall not become effective until the date on which each of the following conditions is satisfied (or waived), in each case, as determined
by each Lender:


 


(a)              
The Administrative Agent and the Lenders shall have received the following, in each case, in form and substance reasonably
satisfactory to the Administrative Agent and the Lenders: (i) all executed counterparts of this Agreement, (ii) all
executed counterparts of the Closing Date Intercreditor Agreements and (iii) all executed counterparts of the Second Lien Pledge
and Security Agreement. The Lenders shall have received the following, in each case in form and substance reasonably satisfactory to
the Lenders: (x) original Warrants duly executed and delivered by an Authorized Officer of the Borrower and (y) all executed
counterparts of the Registration Rights Agreement. Each Lender that has requested a Note at least three Business Days prior to the Closing
Date shall have received such Note executed and delivered by an Authorized Officer of the Borrower.


 


(b)             Prior
to the Closing Date, the Agent shall have received a Funding Notice meeting the requirements of Section 2.1.


 


(c)              
The Administrative Agent and the Lenders shall have received confirmation from the Borrower (in the form of an closing
certificate executed by an Authorized Officer of the Borrower) that: (i) the Transactions either (x) have been consummated or
(y) will be consummated substantially simultaneously with the extensions of Closing Date Term Loans and consummation of the Exchange,
(ii) that the Borrower has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants and (iii) that the conditions
set forth in clauses (d), (e), (f), (n) and (o) of this Section 3.1 have been satisfied.


 


(d)              
There shall not have occurred a Material Adverse Effect since June 30, 2020.


 


(e)              
There shall be no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in
any court or before any arbitrator or Governmental Authority that relates to this Agreement or the Term Loans hereunder.


 


(f)               
No default or Event of Default shall have occurred or could reasonably be expected to result from the Exchange or the borrowing
of the Closing Date Term Loans.


 






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(g)              
 All accrued and reasonable fees, costs and expenses (including legal fees and expenses and the fees and expenses of any
other advisors) and other compensation due and payable to the Agents and the Lenders shall have been paid to the extent due and payable
and to the extent invoiced at least two Business Days prior to the Closing Date.


 


(h)              
The Administrative Agent and the Lenders shall have received the Solvency Certificate duly executed by a Financial Officer
of the Borrower.


 


(i)                
The Administrative Agent and the Lenders shall have received a certificate of an Authorized Officer of each Credit Party
listed on the signature pages hereto, dated the Closing Date and certifying:


 


(i)                
that attached thereto is a true and complete copy of the Organizational Documents of such Credit Party, (1) in
the case of a corporation or limited liability company, certified as of a recent date by the Secretary of State (or other similar official
of the applicable Governmental Authority where such certification is available) of the jurisdiction of its organization or (2) otherwise
certified by the Secretary or Assistant Secretary or a director of such Credit Party or another Person duly authorized by the constituent
documents of such Credit Party, in each case with a certification that such governing document has not been amended since the date of
the last amendment disclosed pursuant to this subclause (i)(i);


 


(ii)             
that attached thereto is a certificate as to the good standing (or equivalent document to the extent such concept or a
similar concept exists under the laws of such jurisdiction) of such Credit Party as of a recent date from the Secretary of State (or
other similar official of the jurisdiction of its organization, to the extent readily available in the relevant jurisdiction);


 


(iii)           
that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors or (in the case
of a unanimous shareholder declaration) the shareholder, of such Credit Party authorizing (A) the Transactions and the execution,
delivery and performance of the Credit Documents to which it is a party or any other document delivered in connection herewith and that
such resolutions have not been modified, rescinded or amended and are in full force and effect and (B) a named Person or
persons to sign such Credit Documents and any documents to be delivered by such Credit Party pursuant thereto; and


 


(iv)            
as to the incumbency and specimen signature of each Authorized Officer executing the Credit Documents or any other document
delivered in connection herewith on behalf of such Credit Party.


 


(j)                
The Administrative Agent and the Lenders shall have received:


 


(i)                
a customary legal opinion of Debevoise & Plimpton LLP, New York counsel to the Borrower;


 


(ii)             
a customary legal opinion of Fox Rothschild LLP, Delaware counsel to the Borrower; and


 


(iii)           
 a customary legal opinion of Taft Stettinius & Hollister LLP, Indiana counsel to the Borrower.


 



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(k)              
The Administrative Agent shall have received (i) copies of the certificates representing the Equity Interests
pledged pursuant to the Second Lien Pledge and Security Agreement (if such Equity Interests are certificated), together with an undated
stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) copies
of each promissory note required to be delivered by the Credit Parties pursuant to the Second Lien Pledge and Security Agreement endorsed
in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, in each case of clauses (i) and (ii) including
evidence reasonably satisfactory to the Administrative Agent that such Collateral was delivered on the Closing Date to the First Lien
Agent.


 


(l)                
The Administrative Agent and the Lenders shall have received the results of a search of the UCC filings made with respect
to the Credit Parties in the applicable jurisdictions for each Credit Party and copies of the financing statements disclosed by such
search and evidence reasonably satisfactory to the Requisite Lenders that the Liens indicated by such financing statements (or similar
documents) are permitted by Section 6.2 or have been or will contemporaneously with the initial funding of the Term Loans on the
Closing Date be released or terminated. Each document (including any UCC financing statement (or similar documents)) required by the
Collateral Documents or reasonably requested by the Administrative Agent or the Requisite Lenders (subject to the terms of the Second
Lien Pledge and Security Agreement) to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the
benefit of the Secured Parties, a perfected second priority Lien on the Collateral described therein, prior and superior in right to
any other Person (other than pursuant to the Closing Date Intercreditor Agreement or with respect to Permitted Liens), shall have been
filed, registered or recorded or shall have been delivered to the Collateral Agent in proper form for filing, registration or recordation.


 


(m)            
The Administrative Agent shall have received, no later than three Business Days prior to the Closing Date, all documentation
and other information about the Credit Parties that is required by bank regulatory authorities under applicable “know your customer”,
anti-terrorist financing, government sanction and anti-money laundering rules, guidelines, orders and regulations, including
the U.S.A. PATRIOT Act and the Proceeds of Crime (Money Laundering) (collectively, “AML Legislation”) to the extent
reasonable and customary and requested in writing by the Administrative Agent and the Lenders at least seven days prior to the Closing
Date.


 


(n)              
After giving effect to the Transactions and the other transactions contemplated hereby, the Borrower and the Restricted
Subsidiaries shall not have any outstanding Indebtedness for borrowed money other than (i) the Obligations, (ii) the
First Lien Notes, (iii) the ABL Facility, and (iv) the Convertible Notes. Prior to or substantially concurrently with
the initial funding of the Term Loans, the Closing Date Refinancing shall have occurred and all related guaranties and security interests
will be terminated and released.


 


(o)              
The representations and warranties in Section 4 of this Agreement shall be true and correct in all material respects as
of the Closing Date, except in the case of any representation or warranty which expressly relates to a given date or period, in which
case such representation and warranty shall be true and correct in all material respects as of the respective date or respective period,
as the case may be; provided that, to the extent any representation or warranty is qualified by, or subject to, “materiality,”
 “material adverse effect” or similar language, the same shall be true and correct in all respects.


 






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(p)              
The Lenders shall have received evidence satisfactory to the Lenders that the authorization received from the Borrower
on April 2, 2021 from the New York Stock Exchange of the Warrant SLAP shall not have been withdrawn.


 


(q)              
The Borrower shall have delivered to the Lenders a letter from the transfer agent for the Common Stock certifying the number
of shares of Common Stock outstanding as of a date within two (2) Business Days prior to the Closing Date.


 


For purposes of determining
whether the conditions specified in this Section 3.1 have been satisfied, by releasing its signature page hereto, the Administrative
Agent and each Lender shall be deemed to have consented to, approved or accepted or waived, or to be satisfied with, each document or
other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Lender,
as the case may be.


 


SECTION
4.         REPRESENTATIONS
AND WARRANTIES


 


In order to induce Agents and
the Lenders to enter into this Agreement and the Lenders to extend Term Loans to the Borrower on the Closing Date, the Borrower, with
respect to itself and each of its Restricted Subsidiaries, represents and warrants to each Agent and Lender that the following statements
are true and correct:


 


4.1             
Organization; Powers. Each of the Borrower and its Restricted Subsidiaries (a) is a limited
liability company, corporation or partnership duly organized and validly existing under the laws of the jurisdiction of its organization,
(b) is in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status to the extent such equivalent
status exists under the laws of any foreign jurisdiction of organization) under the laws of its jurisdiction of organization and has
all requisite power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified
to do business in each jurisdiction where such qualification is required and (d) has the power and authority to execute,
deliver and perform its obligations under each of the Credit Documents to which it is a party and, in the case of the Borrower, to borrow
and otherwise obtain credit hereunder; except in each case referred to in clause (c) where the failure to do so, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


4.2             
Authorization. The execution, delivery and performance by each of the Credit Parties of each of the Credit
Documents to which it is a party and the borrowings hereunder (a) have been duly authorized by all corporate, stockholder
or limited liability company or partnership or organizational action required to be obtained by such Credit Party and (b) will
not (A) violate (i) any provision of applicable law, statute, rule or regulation, (ii) any provision
of the certificate or articles of incorporation or other constitutive documents or by-laws of such Credit Party, (iii) any
applicable order of any court or any rule, regulation or order of any Governmental Authority that has jurisdiction over such Credit Party
or (iv) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to
which such Credit Party is a party or by which any of them or any of their property is or may be bound or (B) be in conflict
with, result in a breach of or constitute a default under, give rise to a right of or result in any cancellation or acceleration of any
right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other
instrument, except any such conflict, violation, breach or default referred to in clause (b)(A)(i) (other than with respect to the
Borrower) or (iv) or (b)(B), would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


4.3             
Enforceability. The Credit Documents have been duly executed and delivered by each Credit Party that
is a party thereto and constitute the legal, valid and binding obligations of such Credit Party and are enforceable against each such
Credit Party in accordance with their respective terms, subject to (a) the effects of bankruptcy, insolvency, moratorium,
reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (b) general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (c) implied covenants
of good faith and fair dealing.


 


4.4             
Governmental Approvals; Third-Party Consents. No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority or third party is or will be required in connection with the Transactions,
the perfection or maintenance of the Liens created under the Collateral Documents or the exercise by any Agent or any Lender of its rights
under the Credit Documents or the remedies in respect of the Collateral, except for (a) the filing of UCC and financing statements
(or similar documents), (b) filings with the United States Patent and Trademark Office and the United States Copyright Office,
(c) recordation of any mortgages, (d) such as have been made or obtained and are in full force and effect, including
the NYSE SLAP, (e) such other actions, consents and approvals with respect to which the failure to be obtained or made would
not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 4.4.


 


4.5             
Financial Statements. As of their respective dates, the consolidated financial statements of the Borrower
and its Subsidiaries included in the SEC Documents complied as to form in all material respects with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with
GAAP applied on a consistent basis (subject to the limitations set out in the footnotes to the respective financial statements and, in
the case of unaudited quarterly financial statements, to normal year-end adjustments and lack of footnote disclosures), and fairly present
in all material respects the consolidated financial position of the Borrower and its Subsidiaries as of the dates thereof and the consolidated
results of their operations, cash flows and changes in stockholders’ equity for the periods then ended (subject, in the case of
unaudited quarterly financial statements, to normal year-end audit adjustments and lack of footnote disclosures). The accounting firm
that expressed its opinion with respect to the consolidated financial statements included in the Borrower’s most recently filed
annual report on Form 10-K, and reviewed the consolidated financial statements included in the Borrower’s most recently filed quarterly
report on Form 10-Q, has advised the Borrower that it is independent of the Borrower pursuant to the standards set forth in Rule 2-01
of Regulation S-X promulgated by the SEC and as required by the applicable rules and guidance from the Public Company Accounting Oversight
Board (United States), and such firm was otherwise qualified to render such opinion under Applicable Law and the rules and regulations
of the SEC. There is no transaction, arrangement or other relationship between the Borrower (or any of its Subsidiaries) and an unconsolidated
or other off-balance-sheet Person that is required to be disclosed by the Borrower in the SEC Documents that has not been so disclosed
in the SEC Documents. Neither the Borrower nor any of its Subsidiaries is required to file or will be required to file any agreement,
note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made and to which the Borrower
or any of its Subsidiaries is a party or by which the Borrower or any of its Subsidiaries is bound that has not been previously filed
as an exhibit (including by way of incorporation by reference) to the Borrower’s reports filed or made with the SEC under the Exchange
Act.


 






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4.6             
[Reserved].


 


4.7             
Title to Properties. Except as disclosed in Schedule 6.2, each of the Borrower and the Restricted
Subsidiaries has valid fee simple title to, or valid leasehold interests in, or easements or other limited property interests in, all
its owned or leased material real properties and has valid title to its personal property and assets, except where the failure to have
such title, interests or easements would not reasonably be expected to have, a Material Adverse Effect. All such properties and assets
fee-owned (or in jurisdictions where no fee-owned concept is applicable, owned) by any Credit Party are free and clear of Liens,
other than (i) Liens and encumbrances permitted by Section 6.2, and (ii) non-exclusive licenses, non-exclusive
sublicenses, covenants not to sue or releases under Intellectual Property granted to others in the ordinary course of business.


 


4.8             
Equity Interests and Ownership of Subsidiaries.


 


(a)              
Schedule 4.8 sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization
of each subsidiary of the Borrower and, as to each such subsidiary, the percentage of each class of Equity Interests owned by the Borrower
or any such subsidiary.


 


(b)              
As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or
commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating
to any Equity Interests of any of its Restricted Subsidiaries.


 


4.9             
Litigation; Compliance with Laws.


 


(a)              
As of the Closing Date, except as set forth on Schedule 4.9, there are no actions, suits or proceedings at
law or in equity or, to the knowledge of the Borrower, investigations by or on behalf of any Governmental Authority or in arbitration
now pending, or, to the knowledge of the Borrower, threatened in writing against the Borrower or its Restricted Subsidiaries: (i) that
involve any Credit Document or (ii) as to which an adverse determination is reasonably probable and which, if adversely determined,
would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






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(b)              
 None of the Borrower or its Restricted Subsidiaries or their respective properties or assets is in violation of (nor will
the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation, or is in
default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


4.10         
Federal Reserve Regulations.


 


(a)              
None of the Borrower or any of its Restricted Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of purchasing or carrying Margin Stock.


 


(b)              
No part of the proceeds of any Loan will be used by the Credit Parties, whether directly or indirectly, and whether immediately,
incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing
or carrying Margin Stock or to refund indebtedness originally incurred for such purpose or (ii) for any purpose that entails
a violation of, or that is inconsistent with, the provisions of the regulations of the Board of Governors, including Regulation U
or Regulation X.


 


4.11         
Investment Company Act. Neither the Borrower nor any of its Restricted Subsidiaries is an “investment
company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.


 


4.12         
Use of Proceeds. The proceeds of the Term Loans shall be used on the Closing Date, together with the
proceeds of the First Lien Notes and cash on hand, to pay the fees, costs, and expenses incurred in connection with this Agreement, the
other Credit Documents, and the other Transactions.


 


4.13         
Tax Returns. Except as would not reasonably be expected to have a Material Adverse Effect, each of the
Borrower and its Restricted Subsidiaries (i) has timely filed or caused to be timely filed (after giving effect to all extensions)
all Tax returns required to have been filed by it and each such Tax return is true and correct in all respects and (ii) has
timely paid or caused to be timely paid all Taxes shown thereon to be due and payable by it and all other Taxes or assessments, except
Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.3 and for which
the Borrower or its Restricted Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP.


 


4.14         
Disclosure.


 


(a)               
Each of the SEC Documents, when filed with the SEC, conformed in all material respects to the requirements of the Securities
Act and/or the Exchange Act (as applicable) applicable to the SEC Documents. None of the SEC Documents, at the time they were filed with
the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Since the filing
of the SEC Documents, no event has occurred that would require an amendment or supplement to any of the SEC Documents and as to which
such an amendment or a supplement has not been filed with the SEC on or prior to the date this representation is made. The Borrower has
not received any written comments from the SEC staff that have not been resolved, to the knowledge of the Borrower, to the satisfaction
of the SEC staff.


 






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(b)              
All written information (other than the SEC Documents and the Forecasted Information) concerning the Borrower or any Restricted
Subsidiary, and furnished by or on behalf of the foregoing or their representatives and made available to any Lender or the Administrative
Agent in connection with the Transactions for use in evaluating the Transactions, when taken as a whole, was true and correct in all
material respects as of the date such information was furnished to the Lenders or the Administrative Agent and as of the Closing Date
and did not, taken as a whole and together with the SEC Documents, contain any untrue statement of a material fact as of any such date
or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole and together with the
SEC Documents, not materially misleading in any material respect in light of the circumstances under which such statements were made
(in each case, after giving effect to all supplements and updates thereto delivered to the Lenders prior to such time).


 


(c)              
The estimates, forecasts and forward-looking information (collectively, “Forecasted Information”)
(other than information of a general economic nature or general industry nature) furnished by or on behalf of the Borrower or any Restricted
Subsidiary and furnished to the Administrative Agent or any Lender have been prepared in good faith based upon assumptions believed by
the Borrower to be reasonable at the time made and at the time such Forecasted Information was furnished (it being understood that actual
results may vary materially from such Forecasted Information) and as of the Closing Date, it being understood (A) that such
Forecasted Information is as to future events and is not to be viewed as fact, that such Forecasted Information is subject to significant
uncertainties and contingencies, many of which are beyond the control of the Borrower and its Subsidiaries, that no assurance can be
given that any particular projection, estimate or forecast included in the Forecasted Information will be realized and that actual results
during the period or periods covered by any such Forecasted Information may differ significantly from the projected results and such
differences may be material and that such Forecasted Information is not a guarantee of future financial performance and (B) that
no representation is made with respect to information of a general economic or general industry nature.


 


4.15         
Employee Benefit Plans. (i) The Borrower and each of its subsidiaries are in compliance with
all applicable provisions and requirements of all applicable laws, rules and regulations with respect to each Employee Benefit Plan,
and have performed all their obligations under each Employee Benefit Plan, (ii) each Employee Benefit Plan which is intended
to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue
Service indicating that such Employee Benefit Plan is so qualified and, to the knowledge of the Borrower, nothing has occurred subsequent
to the issuance of such determination letter which could cause such Employee Benefit Plan to lose its qualified status, (iii) no
liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established
under Title IV of ERISA has been or is expected to be incurred by the Borrower, any of its subsidiaries or any of their ERISA Affiliates,
(iv) no ERISA Event has occurred or, to the knowledge of the Borrower, is reasonably expected to occur and (v) the
Borrower, each of its subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA
with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA)
with respect to payments to a Multiemployer Plan; in each case, except as would not reasonably be expected to result, in the aggregate,
in a Material Adverse Effect.


 






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4.16         
Environmental Matters.
Except as set forth on Schedule 4.16, neither the Borrower nor any of its Restricted Subsidiaries is subject to any outstanding
written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim or any
Hazardous Materials Activity that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
To the knowledge of the Borrower and its subsidiaries, neither the Borrower nor any of its subsidiaries has received any letter or request
for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604)
or any comparable state law that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. There
are and, to each of the Borrower’s and its subsidiaries’ knowledge, have been no conditions, occurrences or Hazardous Materials
Activities which could reasonably be expected to form the basis of an Environmental Claim against Borrower or any of its subsidiaries
that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. Except as, individually or in
the aggregate, would not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its subsidiaries has
filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any facility, and none of
the Borrower’s or any of its Restricted Subsidiaries’ operations involves the treatment, storage or disposal (“TSD”)
of hazardous waste, such as could subject it to regulation as a TSD facility as defined under 40 C.F.R. Parts 260-270 or any state
equivalent. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, both the
Borrower and the Restricted Subsidiaries are, and for the past two years have been, in compliance with all Environmental Laws, and to
the knowledge of the Borrower and each of its subsidiaries, future compliance with all requirements pursuant to or under Environmental
Laws would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower
and each of its subsidiaries, no event or condition has occurred or is occurring with respect to the Borrower or any of its subsidiaries
relating to any Environmental Law, any Release of Hazardous Materials or any Hazardous Materials Activity which individually or in the
aggregate has had, or would reasonably be expected to have, a Material Adverse Effect.


 


4.17         
Collateral Documents.


 


(a)              
Subject to laws affecting creditors’ rights generally,
each Lien under each Collateral Document (other than the Second Lien Pledge and Security Agreement) creates the Lien which it is expressed
to create with the ranking and priority it is expressed to have over the property which it is expressed to apply, subject to the Permitted
Liens.


 


(b)              
The Second Lien Pledge and Security Agreement is effective
to create in favor of the Collateral Agent (for the benefit of the Secured Parties) a legal, valid and enforceable security interest
in the Collateral described therein and proceeds thereof. In the case of (i) the pledged collateral described in the Second Lien
Pledge and Security Agreement, when certificates or promissory notes, as applicable, representing such pledged collateral are delivered
to the Collateral Agent or its designated bailee pursuant to the Closing Date Intercreditor Agreements, (ii) the Deposit Accounts
(as defined in the Second Lien Pledge and Security Agreement) a security interest in which is required by the Collateral Documents to
be perfected by “control” (as described in the Uniform Commercial Code as in effect in each applicable jurisdiction from
time to time), upon the effectiveness of Control Agreements covering such Deposit Accounts and (iii) in the case of the other Collateral
described therein (other than Intellectual Property), when financing statements and other filings specified therein are filed in the
offices specified in the schedules to the Second Lien Pledge and Security Agreement, the Collateral Agent (for the benefit of the Secured
Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral
(other than Intellectual Property, which is addressed in Section 4.17(c)) and, subject to Section 9-315 of the New York
UCC (or any similar or equivalent legislation as in effect from time to time in the applicable jurisdiction), the proceeds thereof, as
security for the Obligations to the extent perfection can be obtained by filing UCC financing statements (or similar documents, if any),
in each case prior and superior in right to the Lien of any other Person, except as provided by the Closing Date Intercreditor Agreements
and except for Permitted Liens, to the extent any such Permitted Lien would have priority over the Liens in favor of the Collateral Agent
pursuant to applicable law or any contract.



 






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(c)              
In the case of Collateral (described in the Second Lien
Pledge and Security Agreement) that consists of Intellectual Property, when the Second Lien Pledge and Security Agreement or a short-form
version thereof is properly filed in the United States Patent and Trademark Office and the United States Copyright Office, and, with
respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements
referred to in paragraph (b) of this Section 4.17, the Collateral Agent (for the benefit of the Secured Parties) shall have,
solely if and to the extent that a Lien on and security interest in such Intellectual Property can be perfected by such types of filings
in such offices, a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties thereunder
in all such Intellectual Property in the United States, in each case prior and superior in right to the Lien of any other Person (except
for Permitted Liens, to the extent any such Permitted Lien would have priority over the Liens in favor of the Collateral Agent pursuant
to applicable law or any contract) (it being understood that subsequent recordings in the United States Patent and Trademark Office and
the United States Copyright Office may be necessary to perfect a Lien on registered trademarks and patents, trademark and patent applications
and registered copyrights and copyright applications applied for, acquired by or issued to the Grantors (as defined in the Second Lien
Pledge and Security Agreement) after the Closing Date).


 


Notwithstanding
anything in this Agreement (including this Section 4.17) or in any other Credit Document to the contrary, no Credit Party makes
any representation or warranty as to the effects of perfection or non-perfection or as to the rights and remedies of the Agents or
any Lender with respect thereto, under foreign law.


 


4.18         
Insurance.
Schedule 4.18 sets forth a true, complete and correct description of all material casualty and liability insurance maintained
by the Borrower and its subsidiaries as of two Business Days prior to the Closing Date. The Borrower and its Restricted Subsidiaries
(after giving effect to all self-insurance) have insurance in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses of the same size and character as the business of the Borrower or the
Restricted Subsidiary, as applicable, and, to the extent relevant, owning similar properties in localities where such Person operates.



 






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4.19         
Solvency.
On the Closing Date, after giving effect to the consummation of the Transactions, including the incurrence of the Term Loans hereunder,
the issuance and sale of the First Lien Notes and the ABL Amendment, and after giving effect to the application of the proceeds of such
Indebtedness under such Transactions:


 


(a)              
the amount of the fair saleable value of the assets
of the Borrower and its Subsidiaries, on a consolidated basis, on a “going concern” basis exceeds the value of all liabilities
of the Borrower and its Subsidiaries, on a consolidated basis, including contingent and other liabilities, as generally determined in
accordance with applicable United States federal laws governing determinations of the insolvency of debtors;


 


(b)              
the amount of the fair saleable value of the assets
of the Borrower and its Subsidiaries, on a consolidated basis, on a “going concern” basis exceeds the amount that will be
required to pay the probable liabilities of the Borrower and its Subsidiaries, on a consolidated basis, on their existing debts (including
contingent liabilities) as such debts become absolute and matured;


 


(c)               
the Borrower and its subsidiaries, on a consolidated
basis, do not have an unreasonably small amount of capital for the operation of the businesses in which they are engaged or proposed
to be engaged; and


 


(d)              
the Borrower and its subsidiaries, on a consolidated
basis, will be able to pay their liabilities, including contingent and other liabilities, as they mature.


 


For
the purposes hereof, the amount of any contingent liability at any time shall be computed as the amount that could reasonably be expected
to become an actual and matured liability.


 


4.20         
[Reserved].


 


4.21         
Intellectual Property.
Except as set forth on Schedule 4.21, or as would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, (a) none of the Borrower or its Restricted Subsidiaries, nor the operation of their respective businesses,
has infringed, misappropriated or otherwise violated any Intellectual Property of any Person, (b) neither the Borrower nor
any of its Restricted Subsidiaries has received any written notice that any claim or litigation regarding any of the foregoing is pending
or, to the knowledge of the Borrower, threatened and (c) to the knowledge of the Borrower, no Person is infringing, misappropriating
or violating any Intellectual Property owned by the Borrower or any of its Restricted Subsidiaries.



 






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4.22         
Anti-Terrorism Laws.


 


(a)            
No Credit Party is in material violation of any applicable
law relating to Sanctions, terrorism or money laundering (“Anti-Terrorism Laws”), including, without limitation,
Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”),
the U.S.A. Patriot! Act, the laws and regulations administered by OFAC, the Trading with the Enemy Act (12 U.S.C. §95), the Proceeds
of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the International Emergency Economic Powers Act (50 U.S.C. §§1701-1707).


 


(b)            Neither
any Credit Party, nor any Restricted Subsidiary, nor, to their knowledge, any of their respective officers, directors, employees or agents,
is any of the following:


 


(i)                
a Prohibited Person or a Person controlled by, or acting
for or on behalf of, any Person that is a Prohibited Person;


 


(ii)               
a Person who commits, threatens or conspires to commit
or supports “terrorism” as defined in the Executive Order; or


 


(iii)              
a Person who is located, incorporated, organized or
ordinarily resident in a Sanctioned Jurisdiction.


 


(c)             
The use of proceeds of the Term Loans and the Letters
of Credit by the Borrower or any Restricted Subsidiary will not violate any Anti-Terrorism Laws or the FCPA.


 


4.23         
Foreign Corrupt Practices Act.
Neither any Credit Party nor any Restricted Subsidiary has paid, offered, promised to pay or authorized the payment of, directly or indirectly,
any money or anything of value to any foreign official for the purpose of influencing any act or decision of such foreign official or
of such foreign official’s Governmental Authority or to secure any improper advantage, for the purpose of obtaining or retaining
business for or with, or directing business to, any Person, in each case in material violation of any applicable law in the jurisdictions
in which it operates, including but not limited to the Foreign Corrupt Practices Act 1977, as amended (the “FCPA”).


 


4.24         
[Reserved].


 


4.25         
Undisclosed Liabilities.
The Borrower and the Restricted Subsidiaries have no material obligations or liabilities, matured or unmatured, fixed or contingent,
other than (i) those set forth or adequately provided for in the latest balance sheet included in the Borrower’s most
recent periodic report (on 10-Q or 10-K) filed prior to the Closing Date, (ii) those incurred in the ordinary course of business
and not required to be set forth in the financial statements under GAAP, (iii) those incurred in the ordinary course of business
since the date of the most recently delivered balance sheet, (iv) those incurred in connection with the execution of this
Agreement and (v) those that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.



 






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4.26         
Labor Matters.
As of the Closing Date, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
(a) there are no strikes, lockouts, slowdowns or other labor disputes against any Credit Party, to the knowledge of any Authorized
Officer of the Borrower, threatened, (b) the hours worked by and payments made to employees of the Credit Parties and the
subsidiaries are not, to the knowledge of any Authorized Officer of the Borrower, in violation of the Fair Labor Standards Act or any
other applicable Federal, state, provincial, territorial, local or foreign law dealing with such matters, (c) there is, to
the knowledge of any Authorized Officer of the Borrower, no union organization activity and (d) all payments due from any
Credit Party or any subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued
as a liability on the books of the Credit Party or such subsidiary to the extent required by GAAP, and each Credit Party has withheld
and remitted all employee withholdings to be withheld or remitted by it and has made all employer contributions to be made by it, in
each case pursuant to applicable law on account of employment insurance and employee income taxes and any other required payroll deduction.
Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the consummation of
the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any collective
bargaining agreement to which the Borrower or any of the subsidiaries is a party or by the Borrower or any of the subsidiaries is bound.


 


4.27         
[Reserved].


 


4.28         
Shares of Stock.


 


(a)               All
of the issued and outstanding shares of Stock of Borrower are duly and validly issued and authorized, are fully paid and nonassessable,
have been issued in compliance with all applicable federal and state and foreign securities laws, and are not subject to any preemptive
or similar rights.


 


(b)              The
Borrower has reserved for issuance a number of shares of Common Stock sufficient to cover all shares issuable upon the exercise of the
Warrants (the “Warrant Shares”) (computed without regard to any limitations on the number of shares that may be issued
on exercise thereof). The Warrants and the Warrant Shares (the “Warrant Distributions”) have been duly authorized.
Upon the issuance in accordance with the terms of this Agreement, the holders of the Warrants will be entitled to the rights set forth
in the Warrants. Upon exercise in accordance with the terms of the Warrants, the Warrant Shares will be validly issued, fully paid and
non-assessable and free and clear of all Liens with respect to the issue thereof, with the holders thereof being entitled to all rights
accorded to a holder of Common Stock. Assuming the accuracy of the representations and warranties of the Lenders contained in the Exchange
Agreement, it is not necessary to register the issuance of the Warrants and the Warrant Shares under the Securities Act and applicable
state securities laws.


 









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(c)              
As of the Closing Date, all of Borrower’s authorized,
issued and outstanding shares of Stock of Borrower and each of its Restricted Subsidiaries are set forth in Schedule 4.28, and,
except as set forth in Schedule 4.28, there are no (i) Stock options or other Stock incentive plans, employee Stock purchase
plans or other plans, programs or arrangements of Borrower or any of its Restricted Subsidiaries under which Stock options, Stock or
other Stock-based or Stock-linked awards are issued or issuable to officers, directors, employees, consultants or other Persons, (ii)
outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into or exchangeable or exercisable for, any Stock of Borrower or any of its Restricted Subsidiaries, or contracts,
commitments, understandings or arrangements by which Borrower or any of its Restricted Subsidiaries is or may become bound to issue additional
Stock of Borrower or any of its Restricted Subsidiaries, or options, warrants or scrip for rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of Stock
of Borrower or any of its Restricted Subsidiaries, (iii) agreements or arrangements under which Borrower or any of its Restricted
Subsidiaries is obligated to register the sale of any of their securities or Stock under the Securities Act (except the Registration
Rights Agreement), (iv) outstanding Stock, securities or instruments of Borrower or any of its Restricted Subsidiaries that contain
any redemption or similar provisions, or contracts, commitments, understandings or arrangements by which Borrower or any of its Restricted
Subsidiaries is or may become bound to redeem a security of Borrower other than under the Credit Documents, (v) Stock or other
securities or instruments containing anti-dilution or similar provisions that may be triggered by the issuance of securities of Borrower
or any of its Restricted Subsidiaries other than under the Credit Documents or (vi) stock appreciation rights or “phantom
stock” plans or agreements or any similar plans or agreements to which Borrower or any of its Restricted Subsidiaries is a party
or by which Borrower or any of its Restricted Subsidiaries is otherwise subject or bound. There are no (x) stockholders’
agreements, voting agreements or similar agreements to which Borrower or any of its Restricted Subsidiaries is a party or by which Borrower
or any of its Restricted Subsidiaries is otherwise subject or bound, (y) preemptive rights or any other similar rights to which
any Stock of the Borrower or any of its Restricted Subsidiaries is subject or (z) restrictions upon the voting or transfer of
any Stock of Borrower or any of its Restricted Subsidiaries (other than restrictions on transfer imposed by U.S. federal and state securities
laws and other than as set forth in the Credit Documents).


 


(d)              
The issuance and delivery of the Warrants does not and,
assuming full exercise of the Warrants, the exercise of the Warrants will not: (i) require approval from any Governmental Authority
or from the Borrower’s stockholders (including, without limitation, pursuant to the New York Stock Exchange rules or listing standards);
(ii) obligate the Borrower to issue shares of Common Stock or other securities to any person (other than the Secured Parties);
and (iii) will not result in a right of any holder of the Borrower’s securities to adjust the exercise, conversion, exchange
or reset price under and will not result in any other adjustments (automatic or otherwise) under, any securities of the Borrower.


 


(e)              
Borrower has furnished to Agent and each Lender, or
made available through its filings with the SEC, true, correct and complete copies of each Credit Party’s Organizational Documents
and any amendments, restatements, supplements or modifications thereto, and all documents, agreements and instruments containing the
terms of all securities and Stock convertible into, or exercisable or exchangeable for, Common Stock s, and the material rights of the
holders thereof in respect thereto.


 









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SECTION
5.         AFFIRMATIVE
COVENANTS


 


The
Borrower covenants and agrees that, until the payment in full of the principal of and interest on each Term Loan and the payment in full
of all fees and all other expenses or amounts payable under any Credit Document (other than amounts in respect of indemnification, expense
reimbursement, yield protection or tax gross-up and other contingent obligations with respect to which no claim has been made), the
Borrower shall perform, and shall cause its Restricted Subsidiaries to perform, all covenants in this Section 5.


 


5.1             
Existence; Material Properties.


 


(a)               Do
or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise
expressly permitted under this Agreement, and maintain all rights and franchises, licenses and permits material to the conduct of its
business, in each case, except where the failure to so maintain would not reasonably be expected to result in a Material Adverse Effect.


 


(b)               Do
or cause to be done all things necessary to at all times maintain and preserve all material property necessary to the normal conduct
of its business and keep such property in good repair, working order and condition (with ordinary wear and tear and any casualty or condemnation
excepted), except where the failure to do so would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect.


 


5.2             
Insurance.
Maintain casualty and liability insurance in such amounts and against such risks as are customarily maintained by similarly situated
companies engaged in the same or similar businesses operating in the same or similar locations (after giving effect to any self-insurance)
and, with respect to the Collateral, use commercially reasonable efforts to cause any material (i) property and property
casualty insurance policies to be endorsed or otherwise amended to include a “standard” or “New York” lender’s
loss payable endorsement (or comparable provisions applicable in the relevant foreign jurisdiction) and (ii) liability policy
to identify the Collateral Agent (on behalf of itself and the Secured Parties) as additional insured thereunder as its interest may appear,
in each case in form and substance reasonably satisfactory to the Collateral Agent.


 


5.3             
Payment of Obligations.
Pay and discharge promptly when due all obligations and liabilities (including, without limitation, Taxes imposed upon it or upon its
income or profits or in respect of its property), before the same shall become delinquent or in default, as well as all lawful claims
that, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided, however, that such payment
and discharge shall not be required (a) with respect to any such Tax so long as the validity or amount thereof shall be contested
in good faith by appropriate proceedings and Borrower or the affected Restricted Subsidiary, as applicable, shall have set aside on its
books adequate reserves to the extent required in accordance with GAAP with respect thereto, or (b) except to the extent
failure to do so would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Timely file or cause
to be timely filed (after giving effect to all extensions) all Tax returns required to be filed by it, except to the extent failure to
do so would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.


 









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5.4             
 Financial Statements, Reports, Etc.
Furnish to the Administrative Agent, who shall furnish to each Lender:


 


(a)              
within 90 days after the end of each Fiscal Year (or
such longer period as may be permitted by the SEC if the Borrower were then subject to the SEC reporting requirements as a non-accelerated
flier), (i) a consolidated balance sheet and related statements of income and comprehensive income, changes in shareholders’
equity and cash flows showing the financial position of the Borrower and its subsidiaries as of the close of such Fiscal Year and their
consolidated financial performance and cash flows for such year and setting forth in comparative form the corresponding figures for the
prior Fiscal Year and (ii) a Narrative Report for such Fiscal Year, which consolidated balance sheet and related statements
of income and comprehensive income, changes in shareholders’ equity and cash flows shall be audited by chartered professional accountants
of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to the scope
of the audit or as to the status of the Borrower or any of its subsidiaries as a “going concern” or include any explanatory
paragraph expressing substantial doubt as to going concern status (other than any such paragraph relating solely to (x) the impending
maturity of the Term Loans, the First Lien Notes, the ABL Facility or the Convertible Notes or (y) any potential or actual
inability to satisfy any financial maintenance covenant under the ABL Facility)) to the effect that such consolidated financial statements
present fairly, in all material respects, the financial position and financial performance and cash flows of the Borrower and its subsidiaries
on a consolidated basis in accordance with GAAP (it being understood that the delivery or furnishing by the Borrower or any Parent Holding
Company of an Annual Report on Form 10-K shall satisfy the requirements of this Section 5.4(a));


 


(b)              
within 45 days after the end of each of the first three
Fiscal Quarters of each Fiscal Year (or such longer period as may be permitted by the SEC if the Borrower were then subject to the SEC
reporting requirements as a non-accelerated flier), (i) a consolidated balance sheet and related statements of comprehensive
income, changes in shareholders’ equity and cash flows showing the financial position of the Borrower and its subsidiaries as of
the close of such Fiscal Quarter and their consolidated financial performance and cash flows for such Fiscal Quarter and the then-elapsed
portion of the Fiscal Year and setting forth in comparative form the corresponding figures for the corresponding periods of the prior
Fiscal Year and (ii) a Narrative Report for such Fiscal Quarter, all of which shall be in reasonable detail and which consolidated
balance sheet and related statements of income and comprehensive income, changes in shareholders’ equity and cash flows shall be
certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial
performance and cash flows of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end
audit adjustments and the absence of footnotes) (it being understood that the delivery or furnishing by the Borrower or any Parent Holding
Company of a Quarterly Report on Form 10-Q shall satisfy the requirements of this Section 5.4(b));


 


(c)              
concurrently with any delivery of financial statements
under paragraph (a) or (b) of this Section 5.4, a Compliance Certificate of a Financial Officer of the Borrower (i) certifying
that no Event of Default or Default has occurred that is then continuing, except as set forth therein, (ii) [reserved], (iii) setting
forth the calculation of the Total Leverage Ratio (calculated on a Pro Forma Basis) for the twelve-month period ending at the end
of such fiscal period and (iv) [reserved].


 









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(d)              within
90 days after the beginning of each Fiscal Year, a consolidated annual budget for such Fiscal Year, including a description of underlying
assumptions with respect thereto, which budget shall in each case be accompanied by the statement of a Financial Officer of the Borrower
to the effect that such budget is based on assumptions believed by such Financial Officer to be reasonable as of the date of delivery
thereof;


 


(e)               promptly,
from time to time, such other customary information (which is readily available) regarding the operations, business affairs and financial
condition of the Credit Parties and their Restricted Subsidiaries and their compliance with the terms of any Credit Document, in each
case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender) (it being understood that the Borrower
shall not be required to deliver customary borrowing base certificates delivered under the ABL Facility Documents pursuant to this clause
(e));


 


(f)                promptly,
from time to time, such other customary information (which is readily available) regarding the operations, business affairs and financial
condition of the Credit Parties and their Restricted Subsidiaries and their compliance with the terms of any Credit Document, in each
case, as the Administrative Agent may reasonably request (for itself or on behalf of any Lender);


 


(g)              
promptly upon becoming aware of the occurrence of any
ERISA Event, a written notice specifying the nature thereof, what action Borrower, any of its subsidiaries or any of their respective
ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened in writing
by the Internal Revenue Service, the Department of Labor or the PBGC; and


 


(h)               within
5 Business Days of any month end, the Borrower shall furnish to the Administrative Agent a certificate of a Financial Officer of the
Borrower setting forth the calculation of Liquidity (calculated on a Pro Forma Basis) as of the end of the applicable month.


 


5.5             
Litigation and Other Notices.
Furnish to the Administrative Agent written notice (promptly after any Authorized Officer of the Borrower obtains actual knowledge thereof)
of the following and which notice the Administrative Agent shall furnish to the Lenders:


 


(a)              
any Default, specifying the nature and extent thereof
and the corrective action (if any) proposed to be taken with respect thereto; and


 


(b)              
(i) the filing or commencement of, or any written threat
or written notice of intention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity or by or
before any Governmental Authority or in arbitration, against Borrower or any other Credit Party as to which an adverse determination
is reasonably probable and (ii) the occurrence of any ERISA Event, which in each case of clauses (i) and (ii) would reasonably
be expected to have a Material Adverse Effect.


 









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5.6             
Compliance with Laws.
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including, without
limitation, ERISA, the FCPA and Anti-Terrorism Laws), except where the failure to do so would not reasonably be expected to result
in a Material Adverse Effect; provided that this Section 5.6 shall not apply to Environmental Laws, which are the subject
of Section 5.10, or to laws related to Taxes, which are the subject of Section 5.3.


 


5.7             
Maintaining Records; Access to Properties
and Inspections. Maintain adequate books of record and account
in a manner to allow financial statements to be prepared in conformity with GAAP consistently applied in respect of all material financial
transactions and matters involving the material assets and business of the Borrower and its Restricted Subsidiaries, taken as a whole
and, upon at least ten Business Days’ notice (or, if an Event of Default has occurred and is continuing, upon at least five Business
Days’ notice), permit the Administrative Agent or any Lender to visit and inspect the financial records and the properties of the
Borrower and its Restricted Subsidiaries at reasonable times to be agreed during normal business hours, up to twice a year (or, if an
Event of Default shall have occurred and be continuing, such visit and inspection may occur from time to time), subject to (i) reasonable
requirements of confidentiality, including requirements imposed by law or by contract and (ii) the rights of tenants (to
the extent the tenants are not the Borrower or any of its subsidiaries), if applicable. The Borrower shall reimburse the Administrative
Agent for its actual out-of-pocket costs incurred in connection with such visits or inspections following the occurrence and
during the continuance of an Event of Default. For the avoidance of doubt, the Administrative Agent shall not be required to incur any
unreimbursed expense under this Section 5.7.


 


Notwithstanding
anything to the contrary in Section 5.4(f) or in this Section 5.7, none of the Borrower or any Restricted Subsidiary will be
required to disclose, or permit the inspection or discussion of, any document, information or other matter (i) that constitutes
non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the
Administrative Agent or the Lenders (or their respective representatives) is prohibited by Law or any binding agreement, or (iii) that
is subject to attorney client or similar privilege or constitutes attorney work product.


 


5.8             
Lender Calls.
Following receipt by the Borrower of a written request by the Administrative Agent (which request may only be given by the Administrative
Agent to the Borrower no later than 30 days following delivery of the annual financial statements pursuant to Section 5.4(a) or
any quarterly financial statement pursuant to Section 5.4(b)), the Borrower shall hold an update call (which call shall take place
within ten Business Days following the receipt of such notice, as selected by the Borrower or on such other date as may be agreed with
the Administrative Agent) with a Financial Officer of the Borrower and the Lenders to discuss the financial position, financial performance
and cash flows of the Borrower and its Restricted Subsidiaries for the period covered by the applicable financial statements; provided,
however, if the Borrower is holding a conference call open to the public to discuss such results, the Borrower will not be required to
hold a separate call for the Lenders.


 









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5.9                
 Use of Proceeds.


 


(a)              
Use the proceeds of the Term Loans in the manner set
forth in Section 4.12;


 


(b)             Ensure
that no Credit Party will use the proceeds of the Term Loans or the Letters of Credit in violation of any Anti-Terrorism Law or the
FCPA; and


 


(c)            No
part of the proceeds of any Term Loan will be used, whether directly or indirectly, for any purpose that would entail a violation of
Regulation T, Regulation U or Regulation X.


 


5.10         
Compliance with Environmental Laws.
Comply with all Environmental Laws applicable to its operations and properties, and comply with and obtain and renew all material permits,
licenses and other approvals required pursuant to Environmental Law for its operations and properties, except, in each case with respect
to this Section 5.10, to the extent the failure to do so would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


5.11         
Further Assurances; Additional Security.


 


(a)              
(i) As promptly as practicable, and in any
event within the time periods after the Closing Date specified in Schedule 5.11 (or such later date as the Administrative Agent
reasonably agrees to in writing), the Borrower shall deliver, or cause to be delivered, the documents or take the actions specified on
Schedule 5.11 and (ii) after the Closing Date, the Borrower or any other Credit Party shall execute any and all further
documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of
financing statements, Control Agreements and other documents and recordings of Liens in stock registries), that the Administrative Agent
may reasonably request, to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to
be and remain satisfied, all at the expense of the Borrower, and provide to the Administrative Agent, from time to time upon reasonable
request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended
to be created by the Collateral Documents.


 


(b)              If
the Borrower or any Credit Party directly or indirectly acquires fee-owned real property after the Closing Date (with any fee-owned
real property of (x) any Restricted Subsidiary that is acquired after the Closing Date and becomes a Credit Party, or (y)
 “Darmantest Laboratories” Limited Liability Company if it is required to become a Credit Party after the Closing Date, being
deemed to have been acquired after the Closing Date) that has a fair market value (as determined by the Borrower in good faith) of $7.5
million or more on an individual basis at the time of acquisition of fee ownership of such real property, the Borrower or such other
Credit Party shall (i) notify the Administrative Agent and provide the Administrative Agent with a complete description of
such property (including its legal description) reasonably promptly following the acquisition thereof; (ii) cause each such
fee-owned real property to be subject to a Mortgage securing the Obligations within one-hundred twenty days of the date of such acquisition
(or such longer period as may be agreed by the Administrative Agent), provided that the maximum amount of the Obligations secured
thereby shall not exceed 115% of the fair market value (as determined by the Borrower in good faith) of such fee-owned real property,
plus, to the extent permitted by applicable law, collection costs, sums advanced for the payment of taxes, assessments, maintenance and
repair charges, insurance premiums and any other costs incurred to protect the security encumbered thereby or the lien thereof, expenses
incurred by any Agent by reason of any default by the Borrower or such Credit Party under the terms thereof, together with interest thereon,
all of which amounts shall be secured thereby; (iii) obtain an irrevocable written commitment to issue a mortgagee’s
title policy or marked up unconditional binder for such insurance dated as of the date the applicable Mortgage is recorded (or local
equivalent lender’s title insurance policies for real property outside of the United States), with endorsements (including zoning
endorsements where available) as reasonably requested by the Administrative Agent to the extent available at commercially reasonable
rates (the “Mortgage Policies”); (iv)  to the extent reasonably requested by the Administrative Agent,
obtain American Land Title Association/American Congress on Surveying and Mapping form surveys (or local equivalent) or deliver
existing surveys together with affidavits of no-change to the title insurance company in lieu thereof, dated no more than thirty days
before the date of their delivery to the Administrative Agent, certified to the Administrative Agent and the issuer of the Mortgage Policies
in a manner reasonably satisfactory to the Administrative Agent; and (v) obtain customary opinions of local counsel to the
applicable Credit Parties with respect to the enforceability and perfection of any such Mortgage in the states or provinces in which
such fee-owned real properties are located.


 









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(c)              
If any additional subsidiary of the Borrower is formed
or acquired after the Closing Date (with “Darmantest Laboratories” Limited Liability Company being deemed to have been acquired
after the Closing Date on any date it is required to become a Guarantor hereunder), within thirty days after the date such subsidiary
is formed or acquired (or such longer period as may be agreed by the Administrative Agent), notify the Administrative Agent and the Lenders
thereof and, within sixty days after the date such subsidiary is formed or acquired (or such longer period as the Administrative Agent
shall agree), cause the Collateral and Guarantee Requirement to be satisfied with respect to such subsidiary and with respect to any
Equity Interest in or Indebtedness of such subsidiary owned by or on behalf of the Borrower or any other Credit Party, subject to paragraph (e)
of this Section 5.11.


 


(d)              
(i) In each case, furnish to the Administrative
Agent within thirty days thereafter written notice of any change in (A) corporate or organization name, (B) organizational
structure, or (C) organizational identification number (or equivalent) with respect to the Borrower and the other Credit
Parties; provided that the Borrower shall not effect or permit any such change unless all filings have been made, or will have
been made within any statutory period, under the UCC or otherwise that are required in order for the Collateral Agent to continue at
all times following such change to have a valid, legal and perfected security interest in all Collateral (to the extent otherwise required
hereunder) for the benefit of the applicable Secured Parties and (ii) promptly notify the Administrative Agent if any material
portion of the Collateral is damaged or destroyed.


 


(e)              
The Collateral and Guarantee Requirement and the other
provisions of this Section 5.11 need not be satisfied with respect to any Excluded Property or any exclusions and carve-outs
from the perfection requirements set forth in the Second Lien Pledge and Security Agreement.


 









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(f)                With
respect to real property, no perfection steps shall be required by any means other than (1) solely with respect to any properties
subject to any mortgages on fee-owned real property not excluded from the Collateral pursuant to this Agreement (“Required
Mortgages”), fixture filings pursuant to the UCC in the applicable UCC filing office of the relevant jurisdiction in which
such fee-owned real property is located and (2) the recording of Required Mortgages in the applicable county offices referred
to in the foregoing clause (1); provided that the maximum amount of the Obligations secured by the Required Mortgages shall
not exceed 115% of the fair market value (as determined by the Borrower in good faith ) of such fee-owned real property, plus, to the
extent permitted by applicable law, collection costs, sums advanced for the payment of taxes, assessments, maintenance and repair charges,
insurance premiums and any other costs incurred to protect the security encumbered thereby or the lien thereof, expenses incurred by
any Agent by reason of any default by the Borrower or any Credit Party under the terms thereof, together with interest thereon, all of
which amounts shall be secured thereby.


 


(g)               If
at any time the Borrower becomes and remains a subsidiary of any Parent Holding Company, cause each Parent Holding Company that directly
holds Equity Interests of the Borrower to enter into a pledge agreement, in form and substance substantially similar to the Second Lien
Pledge and Security Agreement (which pledge agreement shall include, (x) a guarantee by such Parent Holding Company of the Obligations
of each Person other than such Parent Holding Company pursuant to guarantee terms substantially similar to the guarantee terms in Section
7 of this Agreement and (y) a covenant restricting such Parent Holding Company from creating, incurring or permitting to exist
any Lien on its Equity Interests of the Borrower other than Liens to secure any Indebtedness of the Borrower and/or any Guarantor permitted
to be secured by the Collateral pursuant to Section 6.2 of this Agreement), and deliver to the Collateral Agent (or a designated bailee
thereof) all certificates or other instruments (if any) representing such Equity Interests, together with stock powers or other instruments
of transfer with respect thereto endorsed in blank, in each case within 30 days of each such Parent Holding Company acquiring such direct
Equity Interests in the Borrower.


 


Notwithstanding
anything to the contrary in this Agreement, the Second Lien Pledge and Security Agreement or any other Credit Document, (x) the
Requisite Lenders may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests
in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Closing Date
for the perfection of security interests in the assets of the Credit Parties on such date) where they determine, in consultation with
the Borrower, that the cost, burden or consequences (including adverse Tax consequences) of obtaining or perfecting a security interest
in such assets is excessive in relation to the practical benefit afforded thereby; and (y) Liens required to be granted from
time to time pursuant to the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents
and, to the extent appropriate in the applicable jurisdictions, as otherwise agreed between the Requisite Lenders and the Borrower.


 









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Notwithstanding
any provision of this Section 5.11 to the contrary, prior to the Discharge of Senior Priority Obligations, the requirements of this
Section 5.11 to deliver any Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Collateral to the First
Lien Agent or the Senior Priority Representative (as such term is defined in the Cash Flow Intercreditor Agreement).


 


5.12         
Maintenance of Ratings.
Use commercially reasonable efforts to maintain at all times a corporate rating by S&P and a corporate family rating by Moody’s
for the Borrower, in each case with no requirement to maintain any specific minimum rating.


 


5.13         
Term Loan Priority Account.
As soon as practicable, but in any event no later than 30 days following the Closing Date (subject to extensions to be agreed upon by
the Deerfield Lenders in their reasonable discretion), (i) establish a Deposit Account with a financial institution in which the
proceeds from any Term Loan Priority Collateral (as defined in the ABL/Term Loan Intercreditor Agreement) shall be deposited (the “Term
Loan Priority Account”) and (ii) enter into a Control Agreement among the Borrower, the Senior Priority Representative
(as defined in the Cash Flow Intercreditor Agreement), the Collateral Agent, the ABL Agent and the financial institution, with respect
to the Term Loan Priority Account. All proceeds from any Term Loan Priority Collateral shall be deposited in the Term Loan Priority Account.
At all times following the establishment of the Term Loan Priority Account, the Term Loan Priority Account shall all times be subject
to a Control Agreement.


 


SECTION
6.         NEGATIVE
COVENANTS


 


The
Borrower covenants and agrees that, until the payment in full of the principal of and interest on each Term Loan and the payment in full
of all fees and all other expenses or amounts payable under any Credit Document (other than amounts in respect of indemnification, expense
reimbursement, yield protection or tax gross-up and other contingent obligations with respect to which no claim has been made), the
Borrower shall perform, and shall cause each of its Restricted Subsidiaries to perform, all covenants in this Section 6.


 


6.1             
Indebtedness.


 


(a)              
The Borrower will not, and will not permit any of its
Restricted Subsidiaries to, incur any Indebtedness other than Permitted Debt.


 


(b)              
For purposes of determining compliance with this Section 6.1,
(A) Indebtedness need not be permitted solely by reference to one category of Permitted Indebtedness described in clauses
(5) through (30) of the definition of “Permitted Indebtedness” but may be permitted in part under any combination thereof
and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories
of Permitted Indebtedness described in clauses (5) through (30) of the definition of “Permitted Indebtedness”, the Borrower
shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion
thereof) in any manner that complies with this Section 6.1 and will only be required to include the amount and type of such item
of Indebtedness (or any portion thereof) in one of the above clauses and such item of Indebtedness shall be treated as having been
incurred or existing pursuant to only one of such clauses; provided, however, that no such reclassification or division
shall be permitted with respect to any Indebtedness incurred pursuant to clauses (1) through (5) of the definition of “Permitted
Indebtedness”. In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence,
any Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.


 


(c)              
[Reserved].



 









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6.2
              Liens.


 


(a)              
The Borrower will not, and will not permit any of its
Restricted Subsidiaries to create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities
of any Person, including any subsidiary) at the time owned by it or on any income or revenues or rights in respect of any thereof, other
than Permitted Liens.


 


6.3             
Investments.


 


(a)               The
Borrower will not, and will not permit any Restricted Subsidiaries to, make or acquire any Investment other than Permitted Investments.


 


(b)               Notwithstanding
anything herein to the contrary, no Intellectual Property that is material to the business of the Borrower and its Restricted Subsidiaries
may be contributed, sold or otherwise transferred or licensed (or sub-licensed) exclusively to any Person that is not a Credit Party
as an Investment pursuant to this Section 6.3.


 


(c)               
For purposes of determining compliance with this Section 6.3
and subject to the immediately following proviso, (A) Investments need not be permitted solely by reference to one category
of “Permitted Investments” but may be permitted in part under any combination thereof and (B) in the event that
an Investment (or any portion thereof) meets the criteria of one or more of the categories of Permitted Investments, the Borrower shall,
in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Investment (or any portion thereof) in
any manner that complies with this Section 6.3 and will only be required to include the amount and type of such Investment (or any
portion thereof) in one of the above clauses and such Investment shall be treated as having been made or existing pursuant to only
one of such clauses; provided, however, that no such reclassification shall be permitted with respect to any Investment
made pursuant to clause (30) of the definition of “Permitted Investments”.


 


6.4             
Mergers, Consolidations and Sales of Assets.


 


The
Borrower will not, and will not permit any of its Restricted Subsidiaries to, merge into or consolidate, amalgamate or liquidate, wind
up or dissolve themselves (or suffer any liquidation or dissolution), or convey, sell, lease or sublease (as lessor or sub-lessor),
license or sub-license, transfer or otherwise dispose of, in a single transaction or in a related series of transactions, all or any
part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible,
whether now owned or hereafter acquired, to or in favor of any Person, except:


 


(a)              
[Reserved];


 









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(b)              
any Restricted Subsidiary (or any other Person) may
merge, amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower
into a new jurisdiction in any State of the United States of America); provided that the Borrower shall be the continuing or surviving
Person or (ii) any one or more other Guarantors; provided that the surviving Person shall be a Credit Party;


 


(c)              
sales or other dispositions among the Borrower and any
Guarantor or by and among Guarantors (upon voluntary liquidation or otherwise);


 


(d)              
(x) the liquidation or dissolution of any
Guarantor or change in form of entity of any Guarantor if (A) the Borrower determines in good faith that such liquidation,
dissolution or change in form is (1) in the best interests of the Borrower and its Restricted Subsidiaries, taken as a whole,
and (2)  either the Borrower or any other Guarantor receives any assets of such dissolved or liquidated Guarantor; and (y) any
merger, amalgamation, dissolution, liquidation or consolidation, the purpose of which is to effect (A) a sale or disposition
otherwise permitted under this Section 6.4 (other than Sections 6.4(b) or Section 6.4(d)); provided further,
that in the case of a change in the form of entity of any Guarantor, after such change, the security interests of the Collateral Agent
and the Secured Parties in the Collateral of such Guarantor shall remain in full force and effect and be perfected to the same extent
as prior to such change or (B) an Investment permitted under Section 6.3;


 


(e)              
(x) sales or leases of inventory in the
ordinary course of business, (y) the leasing or subleasing of real property in the ordinary course of business and (z) leases,
subleases, assignments, licenses, cross-licenses and sublicenses of assets in the ordinary course of business to third persons not
interfering in any material respect with the business of the Borrower or any of its Restricted Subsidiaries and otherwise in accordance
with the provisions of this Agreement, including charters related to corporate aircraft leases;


 


(f)               
disposals of surplus, obsolete, damaged, used or worn
out property or other property that is no longer useful;


 


(g)              
dispositions of Cash Equivalents or Investments which
constituted Cash Equivalents when they were acquired;


 


(h)              
dispositions, mergers, amalgamations, consolidations
or conveyances that constitute Liens permitted by Section 6.2, Investments permitted pursuant to Section 6.3 or Restricted
Payments permitted by Section 6.5;


 


(i)                
sales or other dispositions of any assets of the Borrower
or any Restricted Subsidiary for fair market value (determined by the Borrower, on the date the legally binding commitment for such sale
or disposition was entered into, in good faith); provided that at least 75% of the consideration (as determined on the date the
legally binding commitment for such sale or disposition was entered into) for such sale or disposition shall consist of cash and Cash
Equivalents (provided that for purposes of the 75% consideration requirement (x) any liabilities, as shown on the
most recent consolidated balance sheet of the Borrower or any Restricted Subsidiary (other than Indebtedness or other liabilities that
are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets pursuant to a customary assignment
and assumption agreement that releases the Borrower or such Restricted Subsidiary from further liability, (y) any securities,
notes, Equity Interests or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are
converted by the Borrower or such Restricted Subsidiary into cash within 180 days of their receipt to the extent of the cash received
in that conversion, and (z) any Designated Non-Cash Consideration received by the Borrower or any such Restricted Subsidiary
in such sale or other disposition having an aggregate fair market value (determined on the date of determination by the Borrower, on
the date a legally binding commitment for the relevant sale or disposition (or, if later, for the payment of such item) was entered into,
in good faith), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is
at that time outstanding, not to exceed the greater of $125.0 million and 13.90% of Consolidated Total Assets, with the fair market value
of each item of Designated Non-Cash Consideration being measured at the time each applicable agreement was entered into without giving
effect to subsequent changes in value, in each case, shall be deemed to be Cash Equivalents); provided, that the proceeds of any
such sale or disposition are applied pursuant to Section 2.12(a). For the avoidance of doubt, sales or dispositions permitted under this
Section 6.4(i) constitute Asset Sales for all purposes of this Agreement;


 









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(j)                
to the extent that (i) the relevant property
or assets are exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the
relevant sale or disposition are promptly applied to the purchase price of such replacement property, so long as the exchange, sale or
disposition is made for fair value (as determined by the Borrower in good faith) and on an arm’s length basis for like property
or assets; provided that upon the consummation thereof, in the case of any Credit Party, either (x) the Collateral
Agent has a perfected Lien on the replacement property having the same priority as any Lien held on the property or assets so exchanged,
sold or disposed or (y) for any property or assets upon which the Collateral Agent does not have a Lien such assets or property
shall be treated as an Investment and shall comply with Section 6.3;


 


(k)              
dispositions of Investments in joint ventures to the
extent required by, or made pursuant to, contractual buy/sell arrangements between the joint venture parties set forth in joint venture
arrangements and similar binding arrangements;


 


(l)                sales,
discounting or forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise
thereof;


 


(m)            
dispositions and/or terminations of leases, subleases,
licenses or sublicenses (including the provision of software under an open source license), which (i) are in the ordinary
course of business, (ii) do not materially interfere with the business of the Borrower and its Restricted Subsidiaries taken
as a whole or (iii) relate to closed facilities or closed storage or distribution centers or the discontinuation of any product
line;


 


(n)              
(i) the expiration of any option agreement
in respect of real or personal property and (ii) any surrender or waiver of contractual rights or the settlement, release
or surrender of contractual rights or other litigation claims in the ordinary course of business;


 









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(o)              
transfers of property subject to a Casualty Event upon
receipt of Net Cash Proceeds of such Casualty Event;


 


(p)              
[Reserved];


 


(q)              
sales of non-core assets acquired in connection
with an acquisition permitted hereunder and sales of real estate assets acquired in an acquisition permitted hereunder which, within
180 days of the date of the acquisition, are designated in writing to the Administrative Agent as being held for sale and not for
the continued operation of the Borrower or any of the Restricted Subsidiaries or any of their respective businesses;


 


(r)               
(i) substantially contemporaneous exchanges
or swaps, including transactions covered by Section 1031 of the Internal Revenue Code, of property or assets so long as the exchange
or swap is made for fair value (as determined by the Borrower, or the date a legally binding commitment for such exchange or swap was
entered into, in good faith) and on an arm’s length basis; provided that upon the consummation of such exchange or swap,
in the case of any Credit Party, either (x) the Collateral Agent has a perfected Lien having the same priority as any Lien
held on the property or assets so exchanged or swapped or (y) for any property or assets upon which the Collateral Agent
does not have a Lien such assets or property shall be treated as an Investment and shall comply with Section 6.3 and (ii) any
sale or disposition that is necessary or advisable, in the good faith judgment of the Borrower, in order to obtain the approval of any
Governmental Authority to consummate or avoid the prohibition or other restrictions on the consummation of any Permitted Acquisition
permitted by Section 6.3;


 


(s)               
(i) non-exclusive licenses, non-exclusive
sublicenses or covenants not to sue under Intellectual Property (including in connection with distribution, license and supply agreements)
granted to others (or expiration or termination of any of the foregoing) in the ordinary course of business or in the reasonable business
judgment of the Borrower or the Restricted Subsidiaries and (ii) the abandonment, cancellation or lapse of Intellectual Property,
or any issuances or registrations, or applications for issuances or registrations, of any Intellectual Property, in each case, in the
ordinary course of business or with respect to Intellectual Property that is not material to the businesses of the Borrower or any of
the Restricted Subsidiaries;


 


(t)                
terminations of Hedge Agreements;


 


(u)              
[Reserved]; and


 


(v)              
any disposition of assets or issuance or sale of Equity
Interests of any Restricted Subsidiary, in a single transaction or series of related transactions, with an aggregate Fair Market Value
(determined on the date of determination by the Borrower, on the date a legally binding commitment for the relevant sale or disposition
(or, if later, for the payment of such sale or disposition) was entered into, in good faith) of less than (x) $5.0 million
individually and (y) $20.0 million in the aggregate; provided that for the purposes of calculations in respect of
clause (y), all amounts in respect of dispositions of investments in debt and equity securities held for reinvestment in similar
instruments in a manner consistent with past practices shall be excluded.


 









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To
the extent any Collateral is disposed of as expressly permitted by this Section 6.4 to any Person other than a Credit Party, such
Collateral shall automatically be sold free and clear of the Liens created by the Credit Documents, and the Agents shall be authorized
to take, and shall take (in accordance with and subject to Section 9.9 and 10.18), any actions deemed appropriate in order to effect
the foregoing.


 


For
purposes of determining compliance with this Section 6.4, (A) actions need not be permitted solely by reference to one
category of permitted actions described in Sections 6.4(a) through 6.4(v) but may be permitted in part under any combination thereof
and (B) in the event that an action meets the criteria of one or more of the categories of permitted actions described in
Sections 6.4(a) through 6.4(v), the Borrower shall, in its sole discretion, classify or reclassify, or later classify or reclassify,
such action in any manner that complies with this Section 6.4 and will only be required to include such action in one of the above
clauses and such action shall be treated as having been made or existing pursuant to only one of such clauses.


 


6.5             
Restricted Payments.
The Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any Restricted Payment
except:


 


(a)              
Restricted Payments with the Cumulative Credit if at
the time such Restricted Payment is made, no Default or Event of Default shall have occurred and be continuing or will occur as a consequence
thereof and after giving effect to such Restricted Payments on a Pro Forma Basis, the Total Net Leverage Ratio of the Borrower as of
the end of the most recent Four Quarter Period is not greater than 3.25:1.00.


 


(b)              
the payment of any dividend or the consummation of any
redemption, capital return or similar transaction within 60 days after declaration thereof (or such longer period between declaration
and consummation as may be required by applicable law), or the giving of such notice, as applicable, if, at the declaration date or notice
thereof, such payment or redemption would have complied with this Section 6.5;


 


(c)              
the Borrower may make Restricted Payments payable solely
in Qualified Equity Interests of the Borrower or of any Parent Holding Company;


 


(d)              
the Borrower may repurchase Equity Interests of the
Borrower (or of any Parent Holding Company) upon exercise of options or warrants if such Equity Interests represent all or a portion
of the exercise price of such options or warrants and/or amounts on account of required withholding taxes and brokerage fees with respect
to such options as part of a “cashless” exercise;


 


(e)              
the purchase, redemption, retirement or other acquisition
for value of Equity Interests in the Borrower or any Parent Holding Company (or any payments to a Parent Holding Company for the purposes
of permitting any such repurchase) held by directors, officers, consultants, employees, former directors, former officers, former consultants
or former employees of the Borrower or any Restricted Subsidiary or Parent Holding Company (or their Immediate Family Members, estates
or beneficiaries under their estates) upon death, disability, retirement or termination of employment or service or alteration of employment
or service status or pursuant to the terms of any agreement under which such Equity Interests were issued (including any management equity
plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement)
and, for the avoidance of doubt, including any principal and interest payable on any promissory notes issued by the Borrower or any Parent
Holding Company in connection with such repurchase, retirement or other acquisition, including any Equity Interests rolled over by management
of the Borrower in connection with the Transactions; provided that the aggregate amount for all such purchases, redemptions, retirements
or other acquisitions of such Equity Interests does not exceed $5.0 million in any Fiscal Year, plus any unutilized portion of such amount
in the immediately preceding two fiscal years (with any unutilized portion applied first); provided, however, that such
amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Borrower or any of
its Restricted Subsidiaries from the sale of Qualified Equity Interests of the Borrower or any direct or indirect Parent Holding Company
of the Borrower (to the extent contributed to the Borrower) to employees, directors, officers or consultants of the Borrower and its
Restricted Subsidiaries that occurs after the Closing Date; plus (B) the cash proceeds of key man life insurance policies received
by the Borrower and its Restricted Subsidiaries after the Closing Date;


 









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(f)               
dividend adjustments and repurchases of Equity Interests
deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities or the vesting of restricted
stock units or deferred stock units (including any management equity plan or stock option plan or any other management or employee benefit
plan or agreement, or any stock subscription or shareholder agreement);


 


(g)              
Restricted Payments (consisting of (i) payments
made or expected to be made in respect of withholding or similar taxes payable by any future, present or former officers, directors,
employees, members of management or consultants of the Borrower, any Restricted Subsidiary or any Parent Holding Company, in each case
solely to the extent such taxes relate to the foregoing persons’ ownership of Equity Interests in the Borrower and/or (ii) repurchases
of Equity Interests in consideration of the payments described in clause (i), including demand repurchases in connection with the
exercise of stock options or the vesting of restricted stock units or deferred stock units;


 


(h)              
[Reserved];


 


(i)                
[Reserved];


 


(j)                
any Restricted Subsidiary of the Borrower may declare
and pay cash dividends to the Borrower or to any Restricted Subsidiary of which it is a subsidiary;


 


(k)               
[Reserved];


 


(l)                
[Reserved];


 


(m)              
other Restricted Payments not otherwise specified in
this Section 6.5 not in excess of an aggregate amount equal to the greater of (a) $25.0 million and (b) 2.80% of Consolidated
Total Assets;


 









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(n)                unlimited
Restricted Payments if at the time such Restricted Payment is made, no Event of Default shall have occurred and be continuing or would
result therefrom and after giving effect to such Restricted Payments on a Pro Forma Basis, the Total Net Leverage Ratio of the Borrower
shall not exceed 2.25:1.00;


 


(o)              
[Reserved];


 


(p)              
if, at any time, the Borrower is a member of a group
filing a consolidated, combined, affiliated or unitary income tax return with any Parent Entity, Restricted Payments to such Parent Holding
Company to pay U.S. federal, foreign, state and local income Taxes imposed on such entity to the extent such income taxes are attributable
to the income of the Borrower and its Subsidiaries; provided, however, that the amount of such payments in respect of any
tax year does not, in the aggregate, exceed the amount that the Borrower and its Subsidiaries that are members of such consolidated,
combined, affiliated or unitary group would have been required to pay in respect of U.S. federal, foreign, state and local income taxes
(as the case may be) in respect of such year if the Borrower and its Subsidiaries paid such income taxes directly on a separate company
basis or as a stand-alone consolidated, combined, affiliated or unitary income tax group for such year (reduced by any such taxes paid
directly by the Borrower or any Subsidiary, and determined as if the Borrower and its Subsidiaries were never members of such consolidated,
combined, affiliated or unitary group with such direct or indirect parent, and were always either separate company taxpayers or members
of a stand-alone consolidated, combined, affiliated or unitary income tax group that includes just the Borrower and its Subsidiaries);
and


 


(q)              
the declaration and payment of dividends, other distributions
or other amounts to, or the making of loans to, any Parent Holding Company, in the amount required for such Parent Holding Company to,
if applicable:


 


(i)                pay
amounts equal to the amounts required for any Parent Holding Company to pay fees and expenses, customary salary, bonus and other benefits
payable to, and indemnities provided on behalf of, future, present or former officers, employees, directors, managers, consultants or
independent contractors of any Parent Holding Company, if applicable, and general corporate operating (including, without limitation,
expenses related to auditing and other accounting matters) and overhead costs and expenses of Parent Holding Company, if applicable,
in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation
of the Borrower and its Subsidiaries;


 


(ii)              
[Reserved];


 


(iii)             
pay fees and expenses (including, for the avoidance
of doubt, taxes) incurred by any Parent Holding Company related to (i) the maintenance by such Parent Entity of its corporate or
other entity existence and performance of its obligations under this Agreement and similar obligations under any Credit Facility, (ii) any
unsuccessful equity or debt offering of securities of such Parent Holding Company and (iii) any equity or debt issuance, incurrence
or offering, any disposition or acquisition or any investment transaction by the Borrower or any of its Restricted Subsidiaries (or any
acquisition of or investment in any business, assets or property that will be contributed to the Borrower or any of its Restricted Subsidiaries
as part of the same or a related transaction) permitted by this Agreement;


 









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(iv)         pay
franchise and excise taxes and other fees, taxes and expenses in connection with any ownership of the Borrower or any of its Subsidiaries
or required to maintain their organizational existences;


 


(v)          finance,
or to make payments to any other Parent Holding Company to finance, any Investment that, if consummated by the Borrower or any Restricted
Subsidiary, would be a Permitted Investment; provided that (i) such Restricted Payment is made substantially concurrently
with the closing of such Investment and (ii) promptly following the closing thereof, such Parent Holding Company causes (x) all
property acquired (whether assets or Equity Interests) to be contributed to the Borrower or any Restricted Subsidiary or (y) the
merger, consolidation or amalgamation (to the extent permitted by Section 6.4) of the Person formed or acquired into the Borrower or
any Restricted Subsidiary in order to consummate such acquisition or Investment, in each case, in accordance with the requirements of
Section 5.11; and


 


(vi)         Restricted
Payments in cash to pay or permit any Parent Holding Company to pay any amounts payable in respect of guarantees, indemnities, obligations
in respect of earn-outs or other purchase price adjustments, or similar obligations, incurred in connection with the acquisition or disposition
of any business, assets or Person, as long as such business, assets or Person have been acquired by or disposed of by the Borrower or
a Restricted Subsidiary, or such business, assets or Person (or in the case of a disposition, the Net Cash Proceeds thereof) have been
contributed to the Borrower or a Restricted Subsidiary.


 


The amount of all Restricted
Payments (other than cash) will be the Fair Market Value (as determined by the Borrower in good faith) on the date of the Restricted
Payment of the assets or securities proposed to be transferred or issued by the Borrower or any Restricted Subsidiary, as the case may
be, pursuant to the Restricted Payment.


 


Notwithstanding anything herein
to the contrary, no Intellectual Property that is material to the business of the Borrower and its Restricted Subsidiaries may be contributed,
sold or otherwise transferred or licensed (or sub-licensed) exclusively to any Person that is not a Credit Party as a Restricted Payment
pursuant to this Section 6.5.


 


For purposes of determining
compliance with this Section 6.5 and subject to the immediately following proviso, (A) Restricted Payments need not
be permitted solely by reference to one category of permitted Restricted Payments described in Section 6.5(b) through (q) but
may be permitted in part under any combination thereof and (B) in the event that a Restricted Payment (or any portion thereof)
meets the criteria of one or more of the categories of permitted Restricted Payments described in Sections 6.5(b) through (q),
the Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Restricted Payment
(or any portion thereof) in any manner that complies with this Section 6.5 and will only be required to include the amount and type
of such Restricted Payment (or any portion thereof) in one of the above clauses and such Restricted Payment shall be treated as
having been made or existing pursuant to only one of such clauses; provided, however, that no such reclassification shall
be permitted with respect to any Restricted Payment made pursuant to Section 6.5(a) or Section 6.5(n).


 









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6.6          Transactions
with Affiliates.


 


(a)         Sell
or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction
with, any of its Affiliates in a transaction involving consideration in excess of $7.5 million for such transaction or series of
related transactions, unless such transaction or series of transactions are (i) otherwise expressly permitted (or required)
with such Affiliates or holders under this Agreement or (ii) upon terms that are not materially less favorable to the Borrower
or such Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s length transaction with a Person that
is not an Affiliate.


 


(b)           The
foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement:


 


(1)          any
issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment
arrangements, equity purchase agreements, stock options, restricted stock units or deferred stock units and stock ownership and long-term
incentive plans approved by the Board of Directors of the Borrower;


 


(2)          (i) payments
by the Borrower or any of its Restricted Subsidiaries pursuant to any tax sharing agreements among the Borrower and any of its Restricted
Subsidiaries on customary terms that require each party to make payments when taxes are due or refunds received of amounts equal to the
income tax liabilities and refunds generated by each such party and (ii) payments by the Borrower or any of its Restricted
Subsidiaries pursuant to any tax sharing agreements among the Borrower and any of its Restricted Subsidiaries on customary terms that
require each party to make payments when taxes are due or refunds received of amounts equal to the income tax liabilities and refunds
generated by each such party calculated on a separate return basis, and payments to the party generating tax benefits and credits of
amounts equal to the value of such tax benefits and credits made available to the party making the payments;


 


(3)          transactions
among the Borrower and any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction (including
via merger, amalgamation or consolidation in which the Borrower or a Restricted Subsidiary is the surviving entity) not prohibited by
this Agreement;


 


(4)          customary
fees and indemnities may be paid to any directors of the Borrower and the Restricted Subsidiaries (and, to the extent attributable to
the operations or ownership of the Borrower and its Restricted Subsidiaries, to directors of any Parent Holding Company) and reasonable
out-of-pocket costs of such Persons may be reimbursed;


 






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(5)          the
Transactions and other transactions (and, in each case, the payment of fees and expenses in connection with the consummation thereof)
pursuant to the agreements and arrangements in existence on the Closing Date and set forth on Schedule 6.6(b) or any amendment
thereto to the extent such amendment is not adverse to the Lenders in any material respect;


 


(6)          (A) any
employment, severance or consulting agreements entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course
of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant
to put/call rights or similar rights with employees, consultants, officers or directors, and (C) any employee, severance
or consultant compensation, indemnification arrangement, benefit plan or arrangement, any health, disability or similar insurance plan
which covers employees or consultants, and any reasonable employment or consulting contract and transactions pursuant thereto;


 


(7)          Restricted
Payments permitted under Section 6.5;


 


(8)          any
purchase of Equity Interests (other than Disqualified Stock) of the Borrower or any contribution to the equity capital of the Borrower;


 


(9)          transactions
between or among the Borrower and/or its Restricted Subsidiaries;


 


(10)        transactions
with customers, distributors, clients, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course
of business;


 


(11)        any
transaction in respect of which the Borrower delivers to the Administrative Agent a letter addressed to the Board of Directors of the
Borrower from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing in the United States,
which letter states, either that (A) such transaction is on terms that are no less favorable to the Borrower or such Restricted
Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate
or (B) is fair, from a financial point of view, to the Borrower or such Restricted Subsidiary;


 


(12)        transactions
with a joint venture for the purchase or sale of goods, equipment and services entered into in the ordinary course of business and in
a manner consistent with prudent business practice followed by companies in the industry of the Borrower and its subsidiaries; and


 


(13)        transactions
permitted by, and complying with, the provisions of Section 6.4.


 


(c)           For
purposes of this Section 6.6, any transaction shall be deemed to have satisfied the requirements set forth in Section 6.6(a)(ii)
if such transaction is approved by a majority of Disinterested Directors.


 



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6.7          Business
of the Borrower and its Restricted Subsidiaries. Notwithstanding any other provisions hereof, engage at any time in any business
or business activity other than in the case of the Borrower or any Restricted Subsidiary, (x) any business or business activity
conducted by any of them on the Closing Date and any business or business activities incidental or related thereto, or any business or
business activity that is reasonably similar or complementary thereto or a reasonable extension, development or expansion thereof or
ancillary thereto, including the consummation of the Transactions and (y) such other business or business activity as may
be consented to by the Requisite Lenders from time to time, such consent not to be unreasonably withheld, delayed or conditioned.


 


6.8          Limitation
on Modifications and Payments of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements;
Etc.


 


(a)           The
Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(1)          Make,
directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect
of any Indebtedness of the Borrower or any Restricted Subsidiary that is (x) expressly subordinate to the Obligations, (y)
any Refinancing Indebtedness in respect of clause (x) pursuant to clause (30)(B) of the definition of “Permitted Debt” or
(z) any Convertible Notes (clauses (x), (y) and (z) each, a “Junior Financing”), or any payment or other distribution
(whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination in respect of any Junior Financing except for (a) with the proceeds of Refinancing
Indebtedness, (b) payments of regularly scheduled interest, and, to the extent this Agreement is then in effect, principal on
the scheduled maturity date of any Junior Financing, (c) the conversion of any Junior Financing to Equity Interests (other than
Redeemable Equity Interests) of the Borrower or of any Parent Holding Company, (d) so long as no Event of Default has occurred
and is continuing or would result therefrom, any payments or distributions in respect of Junior Financings prior to their scheduled maturity
(1) in an aggregate amount not to exceed 4.25% of Consolidated Total Assets or (2) made with any portion of the Cumulative
Credit, (e) payments or distributions in amounts that would otherwise have been permitted to be made as Restricted Payments; provided
that any such prepayment shall constitute a utilization of the applicable Restricted Payment capacity, (f) the repurchase, redemption,
termination, repayment or retirement of the Convertible Notes or (g) the redemption, defeasance, repurchase or acquisition
or retirement for value of any Junior Financing out of the net cash proceeds of the issue and sale (other than to a subsidiary of the
Borrower) of Qualified Equity Interests of the Borrower; or


 






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(2)          Amend
or modify, or permit the amendment or modification of, any provision of (i) any of its Organizational Documents in a manner
materially adverse to the rights and remedies of the Agents and the Lenders under the Credit Documents taken as a whole, or (ii) any
Junior Financing or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that
(a) do not affect the subordination or payment provisions thereof (if any) in a manner materially adverse to the Lenders
(as determined in good faith by the Borrower) or (b) otherwise comply with the definition of “Refinancing Indebtedness.”


 


(b)           The
Borrower will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, cause or suffer to exist or become
effective or enter into any encumbrance or restriction (other than pursuant to the Credit Documents or any law, rule, regulation or order)
on the ability of any Restricted Subsidiary to (i) pay dividends or make any other distributions on its Equity Interests to the
Borrower or any Guarantor or pay any Indebtedness owed to the Borrower or any Guarantor, (ii) make loans or advances to the Borrower
or any Guarantor, (iii) transfer any of its property or assets to the Borrower or any Guarantor or (iv) grant, perfect or enforce
the Liens of such Restricted Subsidiary or the Borrower pursuant to the Collateral Documents in respect of the Obligations.


 


However, the restrictions
in Section 6.8(b) will not apply to the following encumbrances or restrictions existing under or by reason of:


 


(A)         contractual
encumbrances or restrictions (i) in effect on the Closing Date and (to the extent not otherwise permitted by this Section 6.8
are listed on Schedule 6.8), (ii) on the granting of Liens pursuant to documentation governing Indebtedness incurred
in compliance with Section 6.1 that is secured by Liens pursuant to Section 6.2 on terms that are consistent with, or not materially
more restrictive, taken as a whole, than, the restrictions set forth herein (as determined conclusively by the Borrower and evidenced
by a certificate of an Authorized Officer of the Borrower), or (iii) pursuant to documentation related to any permitted renewal,
extension or refinancing of any Indebtedness existing on the Closing Date that does not expand the scope of any such encumbrance or restriction
in any material respect (as determined conclusively by the Borrower and evidenced by a certificate of an Authorized Officer of the Borrower);


 


(B)          any
encumbrance or restriction which exists with respect to an acquired property in existence at the time of such acquisition pursuant to
an agreement, so long as the encumbrances or restrictions in any such agreement relate solely to the property so acquired (and are not
or were not created in anticipation of or in connection with the acquisition thereof);


 


(C)          any
encumbrance or restriction which exists with respect to a Person that becomes a Restricted Subsidiary or merges or amalgamates with or
into a Restricted Subsidiary of the Borrower on or after the Closing Date, which is in existence at the time such Person becomes a Restricted
Subsidiary, but not created in connection with or in anticipation of such Person becoming a Restricted Subsidiary, and which is not applicable
to any Person or the property or assets of any Person other than such Person or the property or assets of such Person becoming a Restricted
Subsidiary;


 






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(D)          any
encumbrance or restriction under the terms of Refinancing Indebtedness incurred to renew, refund, replace, refinance or extend any agreement
containing any encumbrance or restriction referred to in the foregoing clauses (a) through (c), so long as the encumbrances and
restrictions contained in any such Refinancing Indebtedness are no less favorable in any material respect to the Lenders than the encumbrances
and restrictions contained in the agreements governing the Indebtedness being renewed, refunded, replaced, refinanced, or extended, in
the good faith judgment of the Borrower;


 


(E)          customary
provisions restricting subletting or assignment of any lease, contract or license of the Borrower or any Restricted Subsidiary or any
rights thereunder;


 


(F)          any
encumbrance or restriction by reason of applicable law, rule, regulation or order;


 


(G)          any
encumbrance or restriction under this Agreement or any other Credit Document;


 


(H)          any
encumbrance or restriction under a contract for the sale or other disposition of assets or Equity Interests, including, without limitation,
any agreement for the sale or other disposition of a Subsidiary, that restricts distributions of the applicable assets or Equity Interests
to be issued or sold, or of any assets of a Subsidiary to be sold, pending such sale or other disposition;


 


(I)           restrictions
on cash and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(J)         customary
provisions with respect to the disposition or distribution of property or assets in joint venture agreements, asset sale agreements,
stock sale agreements (including underwriting agreements), sale leaseback agreements and other similar agreements;


 


(K)          any
restriction with respect to the Borrower or a Restricted Subsidiary (or any of its property or assets) imposed by customary provisions
in Hedging Obligations or Swap Obligations, in each case, not entered into for speculative purposes;


 


(L)         Purchase
Money Indebtedness and Financing Lease Obligations permitted under this Agreement for property acquired in the ordinary course of business
that impose restrictions on that property so acquired of the nature described in Section 6.8(b)(iii);


 






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(M)         [Reserved];


 


(N)          any
other agreement governing Indebtedness entered into after the Closing Date that contains encumbrances and restrictions that (x) are not
materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Closing Date with respect to that Restricted
Subsidiary pursuant to agreements in effect on the Closing Date (in each case, as determined by the Borrower in good faith) or (y) would
not materially affect the Borrower’s ability to make anticipated principal or interest payments on the Loans (as determined by
the Borrower in good faith);


 


(O)          any
encumbrance or restriction contained in secured Indebtedness otherwise permitted to be incurred pursuant to Sections 6.1 and 6.2 to the
extent limiting the right of the debtor to dispose of the assets securing such Indebtedness; and


 


(P)        any
encumbrance or restriction arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that, individually
or in the aggregate, (x) do not detract from the value of the property or assets of the Borrower or any Restricted Subsidiary in
any manner material to the Borrower or any Restricted Subsidiary or (y) do not materially affect the Borrower’s ability to
make future principal or interest payments on the Notes, in each case under this clause (P), as determined by the Borrower in good faith.


 


Nothing contained in this
Section 6.8 shall prevent the Borrower or any Restricted Subsidiary from (i) creating, incurring, assuming or suffering to
exist any Liens otherwise permitted in Section 6.2 or (ii) restricting the sale or other disposition of property or assets
of the Borrower or any of its Restricted Subsidiaries that secures Indebtedness of the Borrower or any of its Restricted Subsidiaries
incurred in accordance with Sections 6.1 and 6.2.


 


6.9          Changes
in Fiscal Year. Borrower shall not permit its fiscal year to end on any date other than June 30 or permit its fiscal quarters
to end on a date other than on or about September 30, December 31 or March 31; provided that the Borrower may, upon written
notice to the Administrative Agent, change the financial reporting convention to a calendar year-end convention.


 


6.10        [Reserved].


 


6.11        [Reserved].


 


6.12        Term
Loan Minimum Liquidity Covenant. The Borrower shall maintain (a) minimum Liquidity of $15,000,000 as of the last day of
any month and (b) a minimum balance of $5,000,000 in the Liquidity Account at all times.


 


6.13        Subsidiaries.
The Borrower shall not permit to exist any subsidiary that is not a Credit Party and shall not form or acquire any subsidiary that does
not become a Credit Party within the time periods set forth in Section 5.11.


 


 



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6.14        Anti-Layering.
Notwithstanding anything herein to the contrary:


 


(a)           The
Borrower shall not, nor shall the Borrower permit any subsidiary to, directly or indirectly, create, incur or assume any Indebtedness
(including Indebtedness created, incurred, acquired or assumed as part of a Permitted Investment) that is contractually subordinated
or junior in right of payment to any Indebtedness of the Borrower or such subsidiary, as the case may be, unless such Indebtedness is
expressly subordinated in right of payment to the Term Loans to the extent and in the same manner as such Indebtedness is subordinated
in right of payment to such other Indebtedness of the Borrower or such subsidiary, as the case may be (it being understood and agreed
that Indebtedness shall not be considered contractually subordinated or junior in right of payment solely because it is unsecured or
secured by Liens junior in priority to Liens securing other Indebtedness); and


 


(b)           The
Borrower shall not, nor shall the Borrower permit any subsidiary to, directly or indirectly, create, incur or assume any Indebtedness
(including Indebtedness created, incurred, acquired or assumed as part of a Permitted Investment) which is (or is expressed to be) secured
and which is, by its express terms, (i) contractually subordinated as to rights to receive or (ii) subject to turnover of, payments or
proceeds of collateral to any other secured Indebtedness of the Borrower or a subsidiary secured in whole or in part by the same collateral
(including any “first-loss” or “last-out” tranche under the First Lien Notes Indenture or ABL Credit Facility),
unless such Indebtedness ranks pari passu or junior in right of payment with the Term Loans and the Liens securing such Indebtedness
rank pari passu with or junior to the Liens securing the Obligations. Notwithstanding the foregoing, nothing in this Section
6.17(b) shall restrict customary waterfall provisions in the First Lien Notes Indenture, ABL Facility Documents or other documentation
governing such other Indebtedness that, in each case, do not establish any “first-loss,” “last-out” or similar
tranche.


 


SECTION
7.         GUARANTY


 


7.1         Guaranty
of the Obligations. Subject to the provisions of Section 7.2, each Guarantor jointly and severally hereby irrevocably and
unconditionally Guarantees (the “Guaranty”) to Administrative Agent for the ratable benefit of the Beneficiaries the
due and punctual payment in full of all Obligations of each Person other than such Guarantor when the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any equivalent
provision in any applicable jurisdiction) (each, a “Guaranteed Obligation” and, collectively, the “Guaranteed
Obligations”); provided that anything herein or in any other Credit Document to the contrary notwithstanding, the maximum
liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount that can be guaranteed
by such Guarantor under the Bankruptcy Code or other Laws relating to the insolvency of debtors or an amount unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding involving such Guarantor or as the result of any avoidance
actions therein.


 






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7.2           Contribution
by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”),
in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution
is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceed
its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors
in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair
Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the
ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate
of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount
paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair
Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate
amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder
subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any
applicable law; provided that, solely for purposes of calculating the “Fair Share Contribution Amount” with respect
to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising
by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall
not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect
to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments
and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this
Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder
shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation
among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the
liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth
in this Section 7.2.


 


7.3          Payment
by Guarantors. Subject to Section 7.2, the Guarantors hereby jointly and severally agree, in furtherance of the foregoing
and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that
upon the failure of the Borrower to pay any of the applicable Guaranteed Obligations when and as the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any equivalent
provision in any applicable jurisdiction), the Guarantors will upon demand pay, or cause to be paid, in cash, to Administrative Agent
for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all applicable Guaranteed Obligations
then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest that would continue to accrue,
but for the Borrower’s becoming the subject of a case under the Bankruptcy Code, whether or not a claim is allowed against the
Borrower for such interest in the related bankruptcy case) and all other applicable Guaranteed Obligations then owed to Beneficiaries
as aforesaid.


 









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7.4           Liability
of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are, to the maximum extent permitted by applicable
law, irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or
equitable discharge of a guarantor or surety other than payment in full of the applicable Guaranteed Obligations. In furtherance of the
foregoing and without limiting the generality thereof, each Guarantor agrees, to the maximum extent permitted by applicable law, as follows:


 


(a)          this
Guaranty is a guaranty of payment when due and not of collectability;


 


(b)         this
Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;


 


(c)         Administrative
Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower
and any Beneficiary with respect to the existence of such Event of Default;


 


(d)         the
obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including
any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor,
whether or not any action is brought against Borrower or any of such other guarantors and whether or not Borrower is joined in any such
action or actions;


 


(e)          payment
by any Guarantor of a portion, but not all, of the applicable Guaranteed Obligations shall in no way limit, affect, modify or abridge
any Guarantor’s liability for any portion of the applicable Guaranteed Obligations which has not been paid (without limiting the
generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant
to pay a portion of the applicable Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant
to pay the portion of the applicable Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except
to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect
of the applicable Guaranteed Obligations);


 


(f)          any
Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof
or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from
time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner
or terms of payment of the applicable Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or
refuse any offer of performance with respect to, or substitutions for, the applicable Guaranteed Obligations or any agreement relating
thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other
guaranties of the applicable Guaranteed Obligations and take and hold security for the payment hereof or the applicable Guaranteed Obligations;
(iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or
without consideration, any security for payment of the applicable Guaranteed Obligations, any other guaranties of the applicable Guaranteed
Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the applicable Guaranteed Obligations;
(v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the
applicable Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary
may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith and any applicable
security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not
every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of any Guarantor against any other Credit Party or any security for the applicable Guaranteed
Obligations; and (vi) exercise any other rights available to it under the Credit Documents; and


 









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(g)           this
Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation,
impairment, discharge or termination for any reason (other than payment in full of the applicable Guaranteed Obligations), including
the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any
failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court,
by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising
under the Credit Documents, at law, in equity or otherwise) with respect to the applicable Guaranteed Obligations or any agreement relating
thereto, or with respect to any other guaranty of or security for the payment of the applicable Guaranteed Obligations; (ii) any
rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions
relating to events of default) hereof, any of the other Credit Documents or any agreement or instrument executed pursuant thereto, or
of any other guaranty or security for the applicable Guaranteed Obligations, in each case whether or not in accordance with the terms
hereof or such Credit Document or any agreement relating to such other guaranty or security; (iii) the applicable Guaranteed
Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the
application of payments received from any source (other than payments received pursuant to the other Credit Documents or from the proceeds
of any security for the applicable Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness
other than the applicable Guaranteed Obligations) to the payment of indebtedness other than the applicable Guaranteed Obligations, even
though any Beneficiary might have elected to apply such payment to any part or all of the applicable Guaranteed Obligations; (v) any
Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of the Borrower or any
of its subsidiaries and to any corresponding restructuring of the applicable Guaranteed Obligations; (vi) any failure to
perfect or continue perfection of a security interest in any collateral which secures any of the applicable Guaranteed Obligations; (vii) any
defenses, set-offs or counterclaims which Borrower may allege or assert against any Beneficiary in respect of the applicable Guaranteed
Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction
and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any
manner or to any extent vary the risk of any Guarantor as an obligor in respect of the applicable Guaranteed Obligations.


 









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7.5           Waivers
by Guarantors. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, for the benefit of the Beneficiaries:
(a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed
against the Borrower, any other guarantor (including any other Guarantor) of the applicable Guaranteed Obligations or any other Person,
(ii) proceed against or exhaust any security held from the Borrower, any such other guarantor or any other Person, (iii) proceed
against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of any Credit Party or
any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense
arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any other Guarantor including
any defense based on or arising out of the lack of validity or the unenforceability of the applicable Guaranteed Obligations or any agreement
or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any other applicable Guarantor from
any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the
principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the applicable
Guaranteed Obligations; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might
be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any
rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary
protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments,
protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default
hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of
the applicable Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to the Borrower and notices
of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits
that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with
the terms hereof.


 


7.6           Guarantors’
Rights of Subrogation, Contribution, Etc. Until the applicable Guaranteed Obligations shall have been indefeasibly paid in full,
each Guarantor hereby waives, to the maximum extent permitted by applicable law, any claim, right or remedy, direct or indirect, that
such Guarantor now has or may hereafter have against the Borrower or any other Guarantor or any of its assets in connection with this
Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in
equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement
or indemnification that such Guarantor now has or may hereafter have against the Borrower with respect to the applicable Guaranteed Obligations,
(b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter
have against the Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter
held by any Beneficiary. In addition, until the applicable Guaranteed Obligations shall have been indefeasibly paid in full, each Guarantor
shall, to the maximum extent permitted by applicable law, withhold exercise of any right of contribution such Guarantor may have against
any other guarantor (including any other Guarantor) of the applicable Guaranteed Obligations, including any such right of contribution
as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise
of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction
to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against the
Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor,
shall be junior and subordinate to any rights any Beneficiary may have against the Borrower, to all right, title and interest any Beneficiary
may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall
be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all
applicable Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for the
Administrative Agent on behalf of the Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of the Beneficiaries
to be credited and applied against the applicable Guaranteed Obligations, whether matured or unmatured, in accordance with the terms
hereof.


 









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7.7          Subordination
of Other Obligations. Any Indebtedness of the Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee
Guarantor”) is hereby subordinated in right of payment to the applicable Guaranteed Obligations, and any such Indebtedness
collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for the
Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries
to be credited and applied against the applicable Guaranteed Obligations but without affecting, impairing or limiting in any manner the
liability of the Obligee Guarantor under any other provision hereof.


 


7.8          Continuing
Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the applicable Guaranteed Obligations
shall have been paid in full. Each Guarantor hereby irrevocably waives, to the maximum extent permitted by applicable law, any right
to revoke this Guaranty as to future transactions giving rise to any applicable Guaranteed Obligations.


 


7.9          Authority
of Guarantors or Borrower. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or
the Borrower or the officers, directors or any agents acting or purporting to act on behalf of any of them.


 


7.10        Financial
Condition of Borrower. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or
any Guarantor’s assessment, of the financial condition of the Borrower. Each Guarantor has adequate means to obtain information
from the Borrower on a continuing basis concerning the financial condition of the Borrower and its ability to perform its obligations
under the Credit Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of
the Borrower and of all circumstances bearing upon the risk of nonpayment of the applicable Guaranteed Obligations. Each Guarantor hereby
waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations
or conditions of the Borrower now known or hereafter known by any Beneficiary.


 




 






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7.11        Bankruptcy,
Etc.


 


(a)           [Reserved].


 


(b)           Each
Guarantor acknowledges and agrees that any interest on any portion of the applicable Guaranteed Obligations which accrues after the commencement
of any bankruptcy, reorganization or insolvency case or proceeding (or, if interest on any portion of the applicable Guaranteed Obligations
ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on
such portion of the applicable Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the applicable
Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the applicable Guaranteed Obligations which are
guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve the Borrower
of any portion of such applicable Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, receiver and manager,
interim receiver, debtor in possession, assignee for the benefit of creditors, curator or similar Person to pay the Administrative Agent,
or allow the claim of the Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding
is commenced.


 


(c)           In
the event that all or any portion of the applicable Guaranteed Obligations are paid by the Borrower, the obligations of the Guarantors
hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part
of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise,
and any such payments which are so rescinded or recovered shall constitute applicable Guaranteed Obligations for all purposes hereunder.


 


SECTION
8.        EVENTS
OF DEFAULT


 


8.1           Events
of Default. If any one or more of the following conditions or events shall occur:


 


(a)           any
representation or warranty made or deemed made by any Credit Party in any Credit Document, or any representation, warranty, or certification
contained in any certificate furnished by the Borrower or any other Credit Party in connection with or pursuant to any Credit Document,
shall prove to have been false in any material respect when so made, deemed made or furnished;


 


(b)           default
shall be made in the payment of any principal of any Term Loan (including any capitalized and unpaid PIK Interest) when and as the same
shall become due and payable, whether at the due date thereof, at a date fixed for prepayment thereof, by acceleration thereof or otherwise;


 




 



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(c)           default
shall be made in the payment of any interest on any Term Loan (including interest accrued on any capitalized PIK Interest) or in the
payment of any fee or any other amount (other than an amount referred to in paragraph (b) above) due under any Credit Document,
when and as the same shall become due and payable, and such default shall continue unremedied for a period of more than five Business
Days;


 


(d)           (i) any
default shall be made in the due observance or performance by the Borrower or any of its Restricted Subsidiaries of any covenant contained
in Section 5.1(a), Section 5.5(a), Section 5.9(a) or Section 6, or (ii) any default shall be made in the due
observance or performance by any Credit Party of any covenant, condition or agreement contained in any Credit Document (other than any
default specified in paragraph (b) or (c) above or clause (d)(i) above) and such default shall continue unremedied for
a period of thirty days after written notice thereof from the Administrative Agent or the Requisite Lenders to the Borrower;


 


(e)           (i) the
Borrower or any Restricted Subsidiary fails to pay when due any principal of, interest on or premiums in respect of any Material Indebtedness
(other than Indebtedness hereunder), in each case beyond any grace or cure period, or (ii) any event or condition shall occur
that results in any Material Indebtedness (other than Indebtedness hereunder) becoming due prior to its scheduled maturity; provided
that this clause (e)(ii) shall not apply to (x) any secured Indebtedness that becomes due as a result of the voluntary
sale or transfer of the property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents
providing for such Indebtedness, (y) any Indebtedness that becomes due pursuant to customary prepayment or redemption provisions
solely as a result of a voluntary sale or transfer of property or assets or a “change of control” or (z) any
Indebtedness that becomes due solely as a result of a Refinancing thereof permitted by this Agreement;


 


(f)            there
shall have occurred a Change of Control;


 


(g)           (i) an
involuntary case or proceeding shall be commenced or an involuntary petition, application or other originating process shall be filed
relating to (A) the liquidation, reorganization, winding-up, dissolution or suspension of general operations or other
relief in respect of the Borrower or any Subsidiary, or of a substantial part of the property or assets of the Borrower or any Subsidiary
under any Debtor Relief Law, (B) the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory
manager, interim receiver, receiver and manager, trustee, custodian, sequestrator, conservator or similar official for the Borrower or
any Subsidiary, or for a substantial part of the property or assets of the Borrower or any Subsidiary; or (C) the winding-up
or liquidation of the Borrower or any Subsidiary (except, in the case of any Subsidiary, in a transaction permitted by Section 6.4);
and such proceeding or petition, application or other originating process shall continue undismissed for 60 days or an order or
decree approving or ordering any of the foregoing shall be entered;


 


(h)           the
Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition or application or its shareholders
shall pass a resolution seeking liquidation, winding up, reorganization or other relief under any Debtor Relief Law (including the making
of a proposal or the filing of a notice of intention to make a proposal), (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (g), (iii) apply
for or consent to the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, interim receiver,
receiver and manager, receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of the Subsidiaries
or for a substantial part of the property or assets of the Borrower or any of the Subsidiaries, (iv) file an answer admitting
the material allegations of a petition, application or other originating process filed against it in any such proceeding, (v) make
a general assignment for the benefit of creditors or (vi) become unable, admit in writing its inability or fail generally
to pay its debts as they become due;


 




 






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(i)            (i) a
trustee shall be appointed by a U.S. district court to administer any Pension Plan, (ii) an ERISA Event or ERISA Events shall
have occurred, (iii) the Borrower or any of its subsidiaries shall engage in any non-exempt “prohibited transaction”
(as defined in Section 406 of ERISA or Section 4975 of the Internal Revenue Code) involving any Pension Plan, or (iv) [Reserved];
and in each case in clauses (i) through (iii) above, such event or condition, together with all other such events or conditions,
if any, would reasonably be expected to have a Material Adverse Effect;


 


(j)            (i) any
Credit Document shall for any reason be asserted in writing by any Credit Party not to be a legal, valid and binding obligation of such
party thereto, (ii) any security interest purported to be created by any Collateral Document relating to a material portion
of the Collateral of the Credit Parties on a consolidated basis shall cease to be, or shall be asserted in writing by the Borrower or
any other Credit Party not to be, a valid and perfected security interest (perfected as or having the priority required by this Agreement
or the relevant Collateral Document and subject to such limitations and restrictions as are set forth herein and therein) in the Collateral
covered thereby, except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules
and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof, or from the failure
of the applicable Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Second
Lien Pledge and Security Agreement, or to file UCC continuation statements (it being understood that the foregoing exception shall not
impose any obligations on the Agents exculpated under Section 9) and except, as to Collateral consisting of real property, to the extent
that such loss is covered by a lender’s title insurance policy and the Requisite Lenders shall be reasonably satisfied with the
credit of such insurer and such insurer has not denied coverage, (iii) the guarantees pursuant to the Collateral Documents
by any Credit Party of any of the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof),
or shall be asserted in writing by any Credit Party not to be in effect or not to be legal, valid and binding obligations (other than
in accordance with the terms thereof) or (iv) the Borrower shall assert in writing that any Intercreditor Agreement (after
execution and delivery thereof) shall have ceased for any reason to be in full force and effect (other than pursuant to the terms hereof
or thereof) or shall knowingly contest, or knowingly support any other Person in any action that seeks to contest, the validity or effectiveness
of any such Intercreditor Agreement (other than pursuant to the terms hereof or thereof);


 


(k)           the
failure by the Borrower or any Restricted Subsidiary to pay one or more final and non-appealable judgments aggregating in excess
of $35.0 million (to the extent not covered by third-party insurance for which the insurer has not disputed coverage), which
judgments are not discharged or effectively waived or stayed for a period of 60 consecutive days, or any action shall be legally
taken by a judgment creditor to levy upon assets or properties of the Borrower or any Restricted Subsidiary to enforce any such judgment;


 




 






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(l)            the
occurrence of any Event of Default (as such term is defined in the Warrants); or


 


(m)          any
breach by the Borrower of the Exchange Agreement.


 


then, (i) in every
such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section 8.1), and at any
time thereafter during the continuance of such event, the Administrative Agent may and, at the request of the Requisite Lenders, shall,
by notice to the Borrower, take any or all of the following actions, at the same or different times: (A) declare the Term
Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Term Loans so declared to
be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrower accrued
hereunder and under any other Credit Document, shall become forthwith due and payable, without presentment, demand, protest or any other
notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Credit Document
to the contrary notwithstanding; and (B) exercise all rights and remedies granted to it under any Credit Document and all
of its rights under any other applicable law or in equity, and (ii) in any event with respect to the Borrower described in
clause (g) or (h) of this Section 8.1, the principal of the Term Loans then outstanding, together with accrued interest thereon
and any unpaid accrued fees and all other liabilities of the Borrower accrued hereunder and under any other Credit Document, shall automatically
become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived
by the Borrower, anything contained herein or in any other Credit Document to the contrary notwithstanding.


 


8.2          [Reserved].


 


SECTION
9.        AGENTS


 


9.1          Authorization
and Action.


 


(a)           Each
Lender (in its capacity as such) hereby irrevocably appoints AD to act on its behalf as the Administrative Agent hereunder and under
the other Credit Documents, as applicable, for the benefit of the Secured Parties, and hereby irrevocably appoints AD to act on its behalf
as the Collateral Agent hereunder and under the other Credit Documents, as applicable, for the benefit of the Secured Parties, and each
such Lender irrevocably authorizes each Agent to take such action as agent on its behalf and to exercise such powers and discretion under
this Agreement and the other Credit Documents as are delegated to such Agent by the terms hereof and thereof, together with such powers
and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by the Credit Documents (including,
without limitation, enforcement or collection of the Notes or Loans), no Agent shall be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Requisite Lenders (or, if required hereby, all Lenders), and such instructions shall be binding upon all
Lenders and all holders of Notes; provided that no Agent shall be required to take any action that, in its opinion or the opinion
of its counsel, may expose such Agent to personal liability or that is contrary to any Credit Document or applicable law, including for
the avoidance of doubt, any action that may be in violation of the automatic stay or similar provision under any Debtor Relief Law; provided,
further, that if any Agent so requests, it shall first be indemnified and provided with adequate security to its sole satisfaction
(including reasonable advances as may be requested by such Agent) by the Lenders against any and all liability and expense that may be
incurred by it by reason of taking or continuing to take any such directed action; provided, further, that such Agent may seek
clarification or further direction from the Requisite Lenders prior to taking any such directed action and may refrain from acting until
such clarification or further direction has been provided.


 




 






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(b)           [Reserved].


 


(c)           In
furtherance of the foregoing, each Lender and each other Secured Party, hereby appoints the Collateral Agent to act as the agent of such
Lender and such Secured Party for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the
Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental or related thereto.
In this connection, the Collateral Agent (and any Supplemental Agents appointed by the Collateral Agent pursuant to Section 9.1(d)
below for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights or remedies thereunder at the direction of the Collateral Agent), shall be entitled to the benefits of this
Section 9 (including, without limitation, Section 9.5, as though any such Supplemental Agent were an “Agent” under
the Credit Documents) and Section 10.5 and all other rights, privileges, protections, immunities and indemnities granted to any
Agent hereunder and under the other Credit Documents as if set forth in full herein with respect thereto.


 


(d)           Any
Agent may execute any of its duties under this Agreement or any other Credit Document (including for purposes of holding or enforcing
any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents or of exercising any rights and remedies thereunder
at the direction of the Collateral Agent) by or through agents, employees or attorneys-in-fact and shall be entitled to advice
of counsel and other consultants or experts concerning all matters pertaining to such duties. Each Agent may also from time to time,
when such Agent deems it to be necessary or desirable, perform any and all of its duties and exercise its rights and powers hereunder
or under any other Credit Document by or through any one or more sub-agents appointed by such Agent (each, a “Supplemental
Agent”). Each Agent and any such Supplemental Agent may perform any and all of its duties and exercise its rights and powers
by or through their respective Related Parties; provided, however, that no such Supplemental Agent shall be authorized
to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing by the Collateral Agent.
Should any instrument in writing from the Borrower or any other Credit Party be required by any Supplemental Agent so appointed by an
Agent to more fully or certainly vest in and confirm to such Supplemental Agent such rights, powers, privileges and duties, the Borrower
shall, or shall cause such Credit Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by such
Agent. If any Supplemental Agent, or successor thereto, shall die, become incapable of acting, resign or be removed, all rights, powers,
privileges and duties of such Supplemental Agent, to the extent permitted by applicable law, shall automatically vest in and be exercised
by such Agent until the appointment of a new Supplemental Agent. All provisions of this Section 9 and Section 10.5 and all other
rights, privileges, protections, immunities, and indemnities granted to any Agent hereunder and under the other Credit Documents shall
apply to any such Supplemental Agent and to the Related Parties of each Agent and any such Supplemental Agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities in their
respective capacities. No Agent shall be responsible for the negligence or misconduct of any sub-agents or attorneys-in-fact except
to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with
gross negligence or willful misconduct in the selection of such sub-agents or attorneys-in-fact.


 




 






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(e)           No
Agent shall have any duties or obligations except those expressly set forth herein and in the other Credit Documents or as required by
applicable law. The duties of each Agent shall be mechanical and administrative in nature; and no Agent shall not have, by reason of
any Credit Document, a fiduciary relationship in respect of any Lender or any Secured Party. Without limiting the generality of the foregoing,
the use of the term “agent” in this Agreement or the other Credit Documents with reference to any Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term
is used merely as a matter of market custom, and is intended to create or reflect only a representative relationship between independent
contracting parties.


 


(f)            No
Agent shall be responsible or have any liability for or in connection with, or have any duty to ascertain, inquire into, monitor, maintain,
update or enforce compliance with the Warrants or the Registration Rights Agreement, and no Agent shall be deemed to have notice of any
Obligations under any Warrant or the Registration Rights Agreement, unless such Agent has received written notice thereof, together with
such supporting documentation as such Agent may request, from the applicable Lender.


 


(g)           For
the avoidance of doubt, and without limiting the other protections set forth in this Section 9, with respect to any approval, determination,
designation, or judgment to be made by any Agent herein or in the other Credit Documents, such Agent shall be entitled to request that
the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good
faith shall be necessary) make or confirm such approval, determination, designation, or judgment.


 


(h)           The
provisions of this Section 9 are solely for the benefit of the Agents, the Lenders, and the other Secured Parties, and no
Credit Party has rights as a third party beneficiary of any of such provisions.


 




 



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9.2           Agent’s
Reliance, Etc. Neither any Agent nor any of their respective Related Parties shall be liable for any action taken or omitted
to be taken by it or them under or in connection with the Credit Documents, (i) with the consent or at the request of the
Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith
shall be necessary) (and such consent or request and such action or action not taken pursuant thereto shall be binding upon all the Lenders)
or (ii) in the absence of such Agent’s own gross negligence or willful misconduct as determined by a court of competent
jurisdiction in a final and non-appealable judgment (which shall not include any action taken or omitted to be taken in accordance
with clause (i), for which such Agent shall have no liability). Without limitation to the generality of the foregoing, each Agent: (a) may
treat the payee of any Note as the holder thereof until, in the case of the Administrative Agent, the Administrative Agent receives and
accepts an Assignment Agreement entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as
assignee, or, in the case of the Collateral Agent, such Agent has received notice from the Administrative Agent that it has received
and accepted such Assignment Agreement, in each case as provided in Section 10.4; (b) may consult with legal counsel
(including counsel for any Credit Party), independent public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes
no warranty or representation to any Secured Party; (d) shall not be responsible or liable for or have any duty to ascertain
or to inquire into or monitor (i) any recital, statement, warranty or representation (whether written or oral) made in or in connection
with the Credit Documents, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance, observance or satisfaction of any of the terms, covenants, agreements, or conditions of
any Credit Document, the use of proceeds of the Term Loans, or the existence at any time of any Default or Event of Default under the
Credit Documents or to inspect the property (including the books and records) of any Credit Party, and shall be deemed to have no knowledge
of any Default or Event of Default unless such Agent shall have received notice thereof in writing, stating that such notice is a “notice
of default,” from a Lender or a Credit Party stating that a Default or Event of Default has occurred and specifying the nature
thereof; (iv) the due execution, legality, validity, enforceability, effectiveness, genuineness, collectability, or sufficiency of this
Agreement or any other Credit Document, or the creation, preservation, perfection, maintenance or continuation of perfection, or priority
of any lien or security interest created or purported to be created under or in connection with, any Credit Document or any other instrument
or document furnished pursuant thereto, (v) the value or sufficiency of any Collateral, (vi) whether the Collateral exists, is owned
by Borrower or its Subsidiaries, is cared for, protected, or insured or has been encumbered, or meets the eligibility criteria applicable
in respect thereof, or (vii) the financial condition or business affairs of any Credit Party or any other Person liable for the payment
of any Obligations; (f) shall not be subject to any fiduciary or other implied duties or obligations, regardless of whether
a Default or Event of Default has occurred and is continuing; (g) shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents
that such Agent is required to exercise as directed in writing by the Requisite Lenders (or such other number or percentage of Lenders
as shall be expressly provided for herein or in the other Credit Documents) (subject to each proviso set forth in Section 9.1(a))
and (h) shall be entitled to rely upon, and shall incur no liability under or in respect of any Credit Document by acting
upon, any notice, order, request, consent, certificate, statement, letter, document, instrument or other writing (which may be by oral
communication, telephone, facsimile, electronic mail or Internet or intranet posting or other distribution) believed by it to be genuine
and signed, sent or otherwise authenticated by the proper party or parties.


 


9.3           AD
and its Affiliates. AD and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of business with, any Credit Party, any subsidiaries of any Credit
Party and any Person that may do business with or own securities of any Credit Party or any such subsidiary, all as if AD was not an
Agent and without any duty to account therefor to the Lenders or any other Secured Party. No Agent shall have any duty to disclose, or
any liability for failure to disclose, any information obtained or received by it or any of its Affiliates relating to any Credit Party
or any subsidiaries of any Credit Party to the extent such information was obtained or received in any capacity other than as such Agent.


 




 



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9.4           Lender
Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender
or any of their Related Parties and based on the financial statements referred to in Section 5.4 and such other documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that
it will, independently and without reliance upon any Agent or any other Lender or any of their Related Parties and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
this Agreement or any other Credit Document. Each Lender acknowledges that the Agents and their Related Parties have made no representation
or warranty to it, and that no act by the Agents or their Related Parties hereinafter taken shall be deemed to constitute any representation
or warranty by the Agents or their Related Parties to any Lender. Each Lender agrees that it will not assert any claim against any Agent
based on an alleged breach of fiduciary duty by such Agent in connection with this Agreement or the other Credit Documents. Except for
notices, reports, and other documents expressly herein required to be furnished to the Lenders by the Administrative Agent, the Agents
and their Related Parties shall not have any duty or responsibility to provide any Lender with any credit or other information concerning
the business, prospects, operations, property, financial and other condition or creditworthiness of the Borrower, its Subsidiaries or
any other Person party to a Credit Document that may come into the possession or control of any Agent or its Related Parties.


 


9.5          Indemnification
of Agents.


 


(a)           Each
Lender severally agrees to indemnify each Agent or any Related Party (in each case, to the extent not promptly reimbursed by the Borrower)
from and against such Lender’s Pro Rata Share (to be determined on the basis of the Outstanding Amount of all Loans outstanding
at such time (or if all Loans have been paid in full or this Agreement has been otherwise terminated or discharged, the Outstanding Amount
of all Loans outstanding immediately prior to such pay-off, termination, or discharge)) of any and all liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, suits or other proceedings, reasonable and documented out-of-pocket costs, expenses
or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent or any Related Party
in any way relating to or arising out of the Credit Documents or any action taken or omitted by such Agent or any Related Party under
the Credit Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits or other proceedings,
costs, expenses or disbursements resulting from such Agent’s or any Related Party’s gross negligence or willful misconduct,
as found in a final non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender
agrees to reimburse each Agent or any Related Party promptly upon demand for its Pro Rata Share of any costs and expenses (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if all Loans have been paid in full or this
Agreement has been otherwise terminated or discharged, as of the time immediately prior to such pay-off, termination, or discharge))
(including, without limitation, reasonable fees and expenses of counsel) payable by the Borrower under Section 10.5, to the extent
that such Agent or any Related Party is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs, this Section 9.5 applies whether any such investigation, litigation
or proceeding is brought by any Lender or any other Person. The obligations of the Lenders under this subsection (a) are subject
to the provisions of Section 2.1(a).


 




 






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(b)              
The failure of any Lender to reimburse any Agent or any Related Party, as the case may be, promptly upon demand for its
Pro Rata Share of any amount required to be paid by the Lenders to such Agent or any Related Party, as the case may be, as provided herein
shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or Related Party, as the case may be, for its
Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent or Related
Party, as the case may be, for such other Lender’s Pro Rata Share of such amount.


 


9.6             
Successor Agents. (a) Any Agent may resign or, if it or its controlling Affiliate thereof
is subject to a Distress Event, be removed by the Borrower or the Requisite Lenders, in each case, at any time by giving ten days’
written notice thereof to the Lenders and the Borrower and in the case of removal, to the Agents. Upon any such resignation or removal
of an Agent, the Requisite Lenders shall have the right to appoint a successor Agent that is not a Disqualified Lender, which successor
Agent (unless a Specified Event of Default has occurred and is continuing at the time of such appointment) shall be subject to approval
by the Borrower (which approval shall not be unreasonably withheld). If no successor Agent shall have been so appointed by the Requisite
Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation, then
the retiring Agent may, on behalf of the Lenders, appoint a successor Agent that is not a Disqualified Lender, subject to approval by
the Borrower in accordance with the preceding sentence. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent
and, in the case of a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments
thereto, and such other instruments or notices, as may be necessary or desirable, or as the Requisite Lenders may request, in order to
continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, such successor Agent shall succeed
to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall
be discharged from its duties and obligations under the Credit Documents; provided that the Borrower shall have no obligation
to pay any fee to any successor Agent that is greater than or in addition to the fees payable to the Administrative Agent and the Collateral
Agent on the Closing Date. If within 30 days after written notice is given of the retiring Agent’s resignation under this Section 9.6
no successor Agent shall have been appointed and shall have accepted such appointment, then on such 30th day (a) the retiring
Agent’s resignation shall become effective, (b) the retiring Agent shall thereupon be discharged from its duties and
obligations under the Credit Documents and (c) the Requisite Lenders shall thereafter perform all duties of the retiring
Agent under the Credit Documents (and, except for any indemnity payments or other amount then owed to the retiring or removed Agent,
all payments, communications and determinations provided to be made by, to or through such Agent shall instead be made by or to each
Lender directly) until such time, if any, as the Requisite Lenders appoint a successor Agent that is not a Disqualified Lender as provided
above. After any retiring Agent’s resignation hereunder as Agent or any removal of any Agent shall have become effective, the provisions
of this Section 9 and Section 10.5 and all other rights, privileges, protections, immunities, and indemnities granted to such Agent
hereunder shall inure to its benefit as to any actions taken or omitted to be taken by it while it was such Agent under this Agreement.


 




 






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9.7             
[Reserved].


 


9.8             
Administrative Agent May File Proofs of Claim.


 


(a)              
In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal
of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:


 


(i)                   
to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lenders, the Agents and the other Secured Parties (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders, the Agents and the other Secured Parties and their respective agents and counsel and all other amounts due
the Lenders and the Agents under Sections 2.9, 2.17 and 10.5) allowed in such judicial proceeding; and


 


(ii)                
to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each other
Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Agents and their Related Parties, and any other amounts due the
Agents and their Related Parties under the Credit Documents, including all amounts due under Sections 2.9, 2.17 and 10.5.


 


(b)              
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or
adopt on behalf of any Lender or any other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting
the Obligations or the rights of any Lender or any other Secured Party or to authorize the Administrative Agent to vote in respect of
the claim of any Lender or any other Secured Party in any such proceeding.


 




 






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9.9             
 Collateral and Guaranty Matters.


 


(a)              
Each Lender hereby authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral
Documents and any Intercreditor Agreements as required herein for the benefit of the Lenders and the other Secured Parties. Without limiting
the provisions of Section 9.8, the Lenders, on behalf of themselves, irrevocably authorize the Collateral Agent and the Administrative
Agent, at such Agent’s option and in such Agent’s discretion:


 


(i)                
to release any Lien on any property granted to or held by the Collateral Agent under any Credit Document (A) upon
termination of the aggregate Term Loan Commitments and payment in full of all Obligations, (B) that is sold or to be sold
as part of or in connection with any sale permitted hereunder or under any other Credit Document, (C) subject to Section 10.8,
if approved, authorized or ratified in writing by the Requisite Lenders, (D) owned by a Guarantor upon release of such Guarantor
from its obligations hereunder pursuant to clause (ii) below, or (E) upon property constituting Excluded Property;


 


(ii)             
to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary
as a result of a transaction permitted hereunder; and


 


(iii)           
to subordinate any Lien on any property granted to or held by the Collateral Agent under any Credit Document to the holder
of any Lien on such property that is permitted by Section 6.2.


 


(b)              
Upon request by the Administrative Agent or the Collateral Agent at any time, the Requisite Lenders (or, if necessary,
all Lenders) will confirm in writing the authority of any Agent to release its interest in particular types or items of property, or
to release any Guarantor from its obligations under the applicable Guaranty pursuant to this Section 9.9. In each case as specified
in this Section 9.9, the Administrative Agent and the Collateral Agent will, at the Borrower’s expense, execute and deliver
to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under
the applicable Guaranty, in each case in accordance with the terms of the Credit Documents and this Section 9.9; provided, that,
(i) no Agent shall be required to execute any document or take any action necessary to evidence such release on terms that, in its opinion
or the opinion of its counsel, could expose such Agent to liability or create any obligation or entail any consequence other than such
release without recourse to, or representation, or warranty by such Agent, and (ii) the Credit Parties shall have provided such Agent
with such certifications or documents as such Agent shall reasonably request in order to demonstrate that the requested release is permitted
under this Section 9.9.


 


9.10         
Withholding. To the extent required by any applicable law, the Administrative Agent may withhold from
any payment to any Lender an amount equivalent to any withholding Tax applicable to such payment. If any Governmental Authority asserts
a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason,
or the Administrative Agent has paid over to any Governmental Authority applicable withholding Tax relating to a payment to a Lender
but no deduction has been made from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly
or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with any and all expenses
incurred, unless such amounts have been indemnified by any Credit Party. Each Lender hereby authorizes the Administrative Agent to set
off and apply any and all amounts at any time owing to such Lender under any Credit Document or otherwise payable by the Administrative
Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 9.10. Each party’s
obligations under this Section 9.10 shall survive the resignation, removal or replacement of the Administrative Agent or any assignment
of rights by, or the replacement of, a Lender, the termination of the Term Loan Commitments and the repayment, satisfaction or discharge
of all Obligations under any Credit Document, and the termination of this Agreement or any other Credit Document.


 




 






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9.11         
Intercreditor Agreements. Each Lender hereunder, and each other Secured Party (x) agrees
that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreements and (y) authorizes
and instructs AD to enter into the Intercreditor Agreements as Collateral Agent on behalf of such Lender and such Secured Party, including
to enter into (i) the ABL/Term Loan Intercreditor Agreement as an Additional Term Agent (as defined therein) on behalf of such Lender
and such Secured Party and (ii) the Cash Flow Intercreditor Agreement as Initial Junior Priority Agent (as defined therein) on behalf
of such Lender and such Secured Party. Each Lender and each other Secured Party hereby further agrees that (a) the Agents
may, from time to time on and after the Closing Date, without any further consent of any Lender, enter into any other Intercreditor Agreement
with the collateral agent or other representatives of the holders of Indebtedness that is expressly permitted to be secured by a Lien
on the Collateral that is permitted under this Agreement, in each case in order to effect the relative priority of Liens on the Collateral
and to provide for certain additional rights, obligations and limitations in respect of, any Liens permitted by the terms of this Agreement
to be junior to the Liens securing the Obligations with respect to part or all of the Collateral, which are, in each case, incurred in
accordance with Section 6 of this Agreement, and to establish certain relative rights as between the holders of the Obligations
and the holders of the Indebtedness secured by such Liens, (b) the Agents may rely exclusively and conclusively on a certificate
of an Authorized Officer of Borrower as to whether any such Liens are permitted, and (c) such other Intercreditor Agreements
referred to in the foregoing clause (a) entered into by the Agents shall be binding on the Secured Parties. Furthermore, each Lender
(in its capacity as such) and each other Secured Party hereby authorizes the Agents to release or subordinate any Lien on any property
granted to or held by the Agents under any Credit Document as provided in Section 10.18.


 


9.12         
Erroneous Payments.


 


(a)              
Each Lender hereby agrees that (i) if the Administrative Agent notifies such Lender that the Administrative Agent has determined
in its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates were erroneously
or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Lender (whether or not known to such Lender) (whether
as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, an “Erroneous
Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Lender shall promptly, but in no event
later than one Business Day thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof)
as to which such a demand was made, in same day funds, together with interest thereon in respect of each day from and including the date
such Erroneous Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent
in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation from time to time in effect and (ii) to the extent permitted by applicable law,
such Lender shall not assert any right or claim to the Erroneous Payment, and hereby waives any claim, counterclaim, defense or right
of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous
Payments received, including, without limitation, waiver of any defense based on “discharge for value” or any similar theory
or doctrine. A notice of the Administrative Agent to any Lender or any under this clause (a) shall be conclusive, absent manifest error.


 




 






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(b)       Without
limiting Section 9.12(a), each Lender hereby further agrees that if it receives a payment from the Administrative Agent (or any of its
Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative
Agent, (y) that was not preceded or accompanied by a notice of payment, it shall be on notice, in each such case, that an error has been
made with respect to such payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a payment (or portion
thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand
from the Administrative Agent, it shall promptly, but in all events no later than one Business Day thereafter, return to the Administrative
Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds (in the currency
so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof)
was received by such Lender to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation
from time to time in effect.


 


(c)       The
Borrower and each other Credit Party hereby agrees that (x) in the event an Erroneous Payment (or portion thereof) is not recovered from
any Lender that has received such Erroneous Payment (or portion thereof) for any reason (and without limiting the Administrative Agent’s
rights and remedies under this Section 9), the Administrative Agent shall be subrogated to all the rights of such Lender with respect
to such amount and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the
Borrower or any other Credit Party to any Secured Party except, in each case, to the extent such Erroneous Payment is, and solely with
respect to the amount of such Erroneous Payment that is, comprised of funds of the Borrower or any other Credit Party.


 


(d)       In
addition to any rights and remedies of the Administrative Agent provided by law or equity, Administrative Agent shall have the right,
without prior notice to any Lender, any such notice being expressly waived by such Lender to the extent permitted by applicable law,
with respect to any Erroneous Payment for which a demand has been made in accordance with this Section 9.12 and which has not been returned
to the Administrative Agent, to set off and appropriate and apply against such amount any and all deposits (general or special, time
or demand, provisional or final but excluding trust accounts), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Administrative
Agent or any of its Affiliates, branch or agency thereof to or for the credit or the account of such Lender. The Administrative Agent
agrees promptly to notify the Lender after any such setoff and application made by Administrative Agent; provided, that the failure to
give such notice shall not affect the validity of such setoff and application.


 




 






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9.13         
Survival. The agreements in this Section 9 shall survive the resignation, replacement or removal of any
Agent, the termination of the Term Loan Commitments, the repayment, satisfaction or discharge of all Obligations under any Credit Document,
and the termination of this Agreement or any other Credit Document.


 


SECTION
10.      MISCELLANEOUS


 


10.1         
Notices; Communications.


 


(a)              
Except as provided in Section 10.1(b), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by e-mail, and all notices
and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, in
each case, as follows:


 


(i)                
if to any Credit Party or any Agent, to the address, e-mail address or telephone number specified for such Person on
Schedule 10.1; and


 


(ii)             
if to any other Lender, to the address, e-mail address or telephone number specified in its Administrative Questionnaire.


 


(b)              
Notices and other communications to any party may be delivered or furnished by e-mail. Notices and other communications
to the Lenders may be delivered or furnished by electronic communication other than e-mail (including internet or intranet websites)
pursuant to procedures approved by the Administrative Agent. Each of the Administrative Agent and the Borrower may, in its discretion,
agree to accept notices and other communications hereunder by electronic communications other than e-mail pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(c)              
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been
given when received. Notices sent by facsimile or email shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, they shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices delivered through electronic communications (other than email) to the extent provided in Section 10.1(b) shall
be effective as provided in such Section 10.1(b).


 




 






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(d)              
Any party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder
by notice to the other parties hereto.


 


(e)              
Documents required to be delivered pursuant to Section 5.4 (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 10.17) and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Borrower files such documents or provides a link thereto on
its website on the internet at the website address listed on Schedule 10.1 or (ii) on which such documents are
posted on the Borrower’s behalf on an internet or intranet website, if any, to which each Lender and the Administrative Agent have
access (whether a commercial, governmental, regulatory agency or third-party website, or whether sponsored by the Administrative
Agent); provided that, upon reasonable request by the Administrative Agent, the Borrower shall also provide a hard copy to the
Administrative Agent of any such document; provided, further, that any documents posted for which a link is provided after
normal business hours for the recipient shall be deemed to have been given at the opening of business on the next Business Day for such
recipient. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred
to above, and in any event shall have no responsibility to monitor compliance by the Credit Parties with any such request for delivery,
and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.


 


10.2         
Survival of Agreement. All covenants, agreements, representations and warranties made by the Credit Parties
herein, in the other Credit Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant
to this Agreement or any other Credit Document shall be considered to have been relied upon by the Lenders and shall survive the making
by the Lenders of the Term Loans, the execution and delivery of the Credit Documents, regardless of any investigation made by such persons
or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any
other amount payable under this Agreement or any other Credit Document is outstanding and unpaid and so long as the Term Loan Commitments
have not been terminated. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement
obligations and exculpation provisions contained herein (including pursuant to Section 2.16, Section 2.17 and Section 10.5)
shall survive the resignation, replacement or removal of any Agent, the termination of the Term Loan Commitments, the repayment, satisfaction
or discharge of all Obligations under any Credit Document, and the termination of this Agreement or any other Credit Document.


 


10.3         
Binding Effect. This Agreement shall become effective when it has been executed by the Borrower, the
Guarantors and the Administrative Agent and when the Administrative Agent has received copies hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the Borrower, the
Guarantors, each Agent, each Lender and their respective permitted successors and assigns.


 




 






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10.4         
 Successors and Assigns.


 


(a)            The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that (i) except as otherwise expressly permitted under Sections 5.1 and 6.4, the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender and
the Agents (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 10.4. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants (to the extent provided in paragraph (d) of this Section 10.4) and, to
the extent expressly contemplated hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy
or claim under or by reason of this Agreement or the other Credit Documents.


 


(b)              
(i) Subject to the conditions set forth in paragraph (b)(ii) of this Section 10.4, any Lender (in such
capacity, an “Assignor”) may assign to one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement, including all or a portion of its Term Loan Commitments and the Term Loans at the time owing to it with the prior
written consent of:


 


(A)            
the Borrower (not to be unreasonably withheld, conditioned or delayed); provided that no consent of the Borrower
shall be required (1) for an assignment of Term Loans to a Lender, an Affiliate of a Lender or an Approved Fund of a Lender
or (2) if an Event of Default has occurred and is continuing, for an assignment to any other Person; provided, further,
that with respect to any assignment of Loans, such consent shall be deemed to have been given if the Borrower has not responded within
15 Business Days after written notice by the Administrative Agent or the respective Assignor; or


 


(B)             
the Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided that no consent of
the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender
or an Approved Fund.


 


(ii)             
Assignments shall be subject to the following additional conditions:


 


(A)            
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, or an assignment of the
entire remaining amount of the Assignor’s Term Loan Commitments or Loans, the amount of the Term Loan Commitments or Loans of the
Assignor subject to each such assignment (determined as of the date the Assignment Agreement with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $1.0 million, unless the Borrower and the Administrative Agent otherwise consent;
provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing
and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous
assignments to or by two or more Approved Funds treated as one assignment for purposes of meeting the minimum assignment amount requirement),
if any;


 




 






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(B)             
[Reserved];


 


(C)             
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment Agreement via an electronic
settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually), and, except
in the case of an assignment by a Lender to one of its Approved Funds, shall pay to the Administrative Agent a processing and recordation
fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent);


 


(D)            
the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire,
any tax forms required to be delivered pursuant to Section 2.17, and all “know your customer” documents requested by
the Administrative Agent and Collateral Agent;


 


(E)             
the Assignor shall deliver to the Administrative Agent any Note issued to it with respect to the assigned Loan;


 


(F)             
the Assignor may only assign or otherwise transfer such rights or obligations so long as there will be at least two Lenders
after doing so; and


 


(G)            
the Administrative Agent and the Collateral Agent shall have carried out all “know your customer” or other
similar checks which it is required to comply with in relation to the assignment to the Eligible Assignee.


 


For the purposes of this Section 10.4, “Approved
Fund” means any Person (other than a natural Person) that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


(iii)           
Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 10.4, from and after
the effective date specified in each Assignment Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the Assignor
thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement
(and, in the case of an Assignment Agreement covering all of the Assignor’s rights and obligations under this Agreement, such Assignor
shall cease to be a party hereto but shall continue to be entitled to the benefits (and subject to the obligations) of a Lender under
Section 2.16, Section 2.17 and Section 10.5). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 10.4 shall be treated for purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with paragraph (d) of this Section 10.4.


 




 






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(iv)            
The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of
its offices a copy of each Assignment Agreement delivered to it and the Register. The entries in the Register shall be conclusive, and
the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Borrower and any Lender (solely with respect to such Lender’s Loans) at any reasonable time and from time
to time upon reasonable prior notice.


 


(v)              
Upon its receipt of a duly completed Assignment Agreement executed by an Assignor and an Eligible Assignee, the Eligible
Assignee’s completed Administrative Questionnaire (unless the Eligible Assignee shall already be a Lender hereunder), all applicable
tax forms, any Note outstanding with respect to an assigned Loan, the processing and recordation fee referred to in paragraph (C)
of Section 10.4(b)(ii), the satisfaction of all “know your customer” checks referred to in paragraph (G) of Section 10.4(b)(ii) and
any written consent to such assignment required by paragraph (b) of this Section 10.4, the Administrative Agent promptly shall
accept such Assignment Agreement and record the information contained therein in the Register. No assignment, whether or not evidenced
by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this
paragraph (b)(v).


 


(c)              
By executing and delivering an Assignment Agreement, the Assignor thereunder and the Eligible Assignee thereunder shall
be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such Assignor warrants that
it is the legal and beneficial owner of the interest being assigned thereby free and clear of any Lien or other adverse claim and that
the outstanding balances of its Term Loans owing to it, without giving effect to assignments thereof which have not become effective,
are as set forth in such Assignment Agreement; (ii) except as set forth in clause (i) above, such Assignor makes no
representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in
connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement,
any other Credit Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrower or
any subsidiary or the performance or observance by the Borrower or any subsidiary of any of their respective obligations under this Agreement,
any other Credit Document or any other instrument or document furnished pursuant hereto; (iii) the Eligible Assignee represents
and warrants that it is legally authorized to enter into such Assignment Agreement and that it is not a Disqualified Lender; (iv) the
Eligible Assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.4, and such other documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment Agreement; (v) the Eligible Assignee will independently and without reliance
upon the Administrative Agent or the Collateral Agent, such Assignor, or any other Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;
(vi) the Eligible Assignee appoints and authorizes each Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to such Agent by the terms of this Agreement, together with such powers as are reasonably
incidental thereto; and (vii) the Eligible Assignee agrees that it will perform in accordance with their terms all the obligations
which by the terms of this Agreement are required to be performed by it as a Lender.


 




 






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(d)              
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or
more banks or other entities (other than a Disqualified Lender) (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Term Loan Commitments and the Term Loans owing to it);
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) the Borrower,
the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and the other Credit Documents and to approve any amendment, modification or waiver
of any provision of this Agreement and the other Credit Documents; provided that (x) such agreement may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to Section 10.4(b) or clauses (i), (ii), (iii) or (v) of
the second proviso to Section 10.8(b) and (2) directly affects such Participant and (y) no other agreement
with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to clause (d)(ii)
of this Section 10.4, the Borrower agrees that each Participant shall be entitled to the benefits of Section 0, Section 2.16
and Section 2.17 (subject to the obligations and limitations therein, including the obligations under Section 2.17(c) (it being
understood that the documentation required under Section 2.17(c) shall be delivered to the participating Lender)) to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 10.4; provided
that such Participant agrees to be subject to the provisions of Section 2.18 as if it were an assignee under paragraph (b)
of this Section 10.4. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.6
as though it were a Lender; provided that such Participant shall be subject to Section 2.4 as though it were a Lender. Each
Lender that sells a participation shall, acting for itself and, solely for this purpose, as a non-fiduciary agent of the Borrower, maintain
a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Term Loans or other obligations under the Credit Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name
is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice
to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register.


 




 






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(ii)                
A Participant shall not be entitled to receive any greater payment under Section 2.16 or Section 2.17 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant.


 


(e)              
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central
banking authority and, in the case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations owed,
or securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this Section 10.4
shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Eligible Assignee for such Lender
as a party hereto.


 


(f)               
The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes
to facilitate transactions of the type described in paragraph (e) of this Section 10.4.


 


(g)              
[Reserved].


 


(h)              
If the Borrower wishes to replace the Term Loans with ones having different terms, it shall have the option, with the consent
of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders, instead of prepaying the
Term Loans to be replaced, to (i) require the Lenders to assign such Loans to the Administrative Agent or its designees and
(ii) amend the terms thereof in accordance with Section 10.8 (with such replacement, if applicable, being deemed to
have been made pursuant to Section 10.8(d)). Pursuant to any such assignment, all Loans to be replaced shall be purchased at par
(allocated among the Lenders in the same manner as would be required if such Loans were being optionally prepaid), accompanied by payment
of any accrued interest and fees thereon and any amounts owing pursuant to Section 10.5(b). By receiving such purchase price, the
Lenders shall automatically be deemed to have assigned the Term Loans pursuant to the terms of the form of Assignment Agreement attached
hereto as Exhibit E, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions
of this paragraph (h) are intended to facilitate the maintenance of the perfection and priority of existing security interests in
the Collateral during any such replacement.


 


(i)                
Notwithstanding the foregoing, no assignment may be made or participation sold to a Disqualified Lender without the prior
written consent of the Borrower, and any assignment made or participation sold to a Disqualified Lender without such consent of the Borrower
shall be without effect and void. Notwithstanding anything herein to the contrary, the Administrative Agent shall have no responsibility
for, or liability in connection with, monitoring or enforcing the prohibition on assignments or participations to Disqualified Lenders.


 




 






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(j)                
[Reserved].


 


(k)              
[Reserved].


 


(l)                
[Reserved].


 


(m)            
[Reserved].


 


(n)              
[Reserved].


 


(o)              
Notwithstanding anything to the contrary contained in this Agreement, any Lender may assign all or a portion of its Term
Loans to the Borrower or any Restricted Subsidiary; provided that:


 


(i)                
the Assignor and the Purchasing Borrower Party purchasing such Lender’s Term Loans, as applicable, shall execute
and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit H (an “Affiliated
Lender Assignment Agreement”) in lieu of an Assignment Agreement;


 


(ii)             
such assignment shall be made pursuant to a Dutch Auction open to all Lenders on a pro rata basis;


 


(iii)           
any Term Loans assigned to any Purchasing Borrower Party shall be automatically and permanently cancelled upon the effectiveness
of such assignment and will thereafter no longer be outstanding for any purpose hereunder;


 


(iv)            
immediately after giving effect to any such purchase, no Default or Event of Default shall exist;


 


(v)              
each Lender making an assignment to a Purchaser Borrowing Party shall acknowledge and agree that in connection with such
assignment, (1) such Purchasing Borrower Party then may have, and later may come into possession of, information regarding
the Term Loans or the Credit Parties hereunder that is not known to such Lender and that may be material to a decision by such Lender
to assign the Term Loans (“Excluded Information”), (2) such Lender has independently and, without reliance
on the Purchasing Borrower Party, the Borrower, any of its Subsidiaries, the Agents or any of their respective Affiliates, made its own
analysis and determination to enter into such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information,
and (3) none of the Borrower, its Subsidiaries, the Agents or any of their respective Affiliates shall have any liability
to such Lender, and such Lender hereby waives and releases, to the extent permitted by law, any claims such Lender may have against the
Purchasing Borrower Party, the Borrower, its Subsidiaries, the Agents and their respective Affiliates, under applicable laws or otherwise,
with respect to the nondisclosure of the Excluded Information. Each Lender entering into such an assignment further acknowledges that
the Excluded Information may not be available to the Agents or the other Lenders; and


 




 






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(vi)            
the aggregate outstanding principal amount of the Term Loans shall be deemed reduced by the full par value of the aggregate
principal amount of the Term Loans purchased pursuant to this Section 10.4(o).


 


10.5         
Expenses; Indemnity.


 


(a)              
The Borrower agrees to pay all reasonable, documented or invoiced out-of-pocket expenses (including Other Taxes)
incurred by the Agents and the Lenders in connection with the preparation, execution and delivery of this Agreement and the other Credit
Documents, any amendment, modification, waiver or enforcement of this Agreement or the other Credit Documents or in connection with the
administration of this Agreement and the other Credit Documents and any amendments, modifications or waivers of or consents or supplements
to the provisions hereof or thereof (whether or not the Transactions hereby contemplated shall be consummated and whether or not the
Closing Date occurs), including the reasonable, documented and invoiced fees, charges and disbursements of (x) one primary outside counsel
and one firm of local counsel in each appropriate jurisdiction for the Agents and (y) one primary outside counsel and one firm of local
counsel in each appropriate jurisdiction for the Deerfield Lenders.


 


(b)              
The Borrower agrees to indemnify and hold harmless each Agent, each Lender, and each of their respective Affiliates (including,
without limitation, controlling persons) and each of their respective Related Parties (each such Person being called an “Indemnitee”)
against, and to hold each Indemnitee harmless from, any and all joint and several actions, suits, judgments and other proceedings, investigations,
inquiry, losses, claims, damages, liabilities, obligations, penalties and reasonable and documented out-of-pocket expenses, costs
or disbursements (including reasonable, documented and invoiced fees, charges and disbursements of (w) one primary outside counsel
and, if reasonably necessary, a single outside local counsel in each appropriate jurisdiction (which may include a single special counsel
in multiple jurisdictions) for the Agents and their Indemnitees, (x) one primary outside counsel and, if reasonably necessary,
a single outside local counsel in each appropriate jurisdiction (which may include a single special counsel in multiple jurisdictions)
for the Deerfield Lenders and their Indemnitees and (y) one primary outside counsel and, if reasonably necessary, a single outside
local counsel in each appropriate jurisdiction (which may include a single special counsel in multiple jurisdictions) for all other Indemnitees
taken as a whole (and, in the case of an actual or perceived conflict of interest, an additional counsel for all other Indemnitees subject
to such conflict taken as a whole)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as
a result of (i) the execution or delivery of this Agreement or any other Credit Document, the performance by the parties
hereto and thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated
hereby, (ii) the use or proposed use of the proceeds of the Term Loans, (iii) any claim, litigation, investigation
or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter
is initiated by a third party or by the Borrower or any of its subsidiaries or Affiliates or Related Parties, or (iv) the
issuance of the Warrants and the Warrant Shares; provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses (A) are determined by a final, non-appealable
judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnitee or
any of such Indemnitee’s Related Parties or (B) with respect to any claim that did not arise out of any act or omission
by the Borrower or the Restricted Subsidiaries, any dispute between or among Indemnitees (other than any dispute involving claims against
any Agent in its capacity or in fulfilling its role as an Agent).


 




 






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(c)              
Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee
against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable,
documented and invoiced fees, charges and disbursements of (x) one primary outside counsel and, if reasonably necessary, a single
outside local counsel in each appropriate jurisdiction (which may include a single special counsel in multiple jurisdictions) for the
Agents and their Indemnitees, (y) one primary outside counsel and, if reasonably necessary, a single outside local counsel in
each appropriate jurisdiction (which may include a single special counsel in multiple jurisdictions) for the Deerfield Lenders and their
Indemnitees and (z) one primary outside counsel and, if reasonably necessary, a single outside local counsel in each appropriate
jurisdiction (which may include a single special counsel in multiple jurisdictions) for all other Indemnitees (and, in the case of an
actual or perceived conflict of interest, an additional counsel for all other Indemnitees subject to such conflict taken as a whole)),
and reasonable, documented and invoiced consultant fees, in each case, incurred by or asserted against any Indemnitee arising out of,
relating to, or as a result of any claim related to Environmental Laws and the Borrower or any of the Restricted Subsidiaries, or any
actual or alleged presence, Release or threatened Release of Hazardous Materials at, under, on or from any property for which the Borrower
or any of its Restricted Subsidiaries is, or is alleged to be, liable under Environmental Laws; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined
by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct
of such Indemnitee or any of its Related Parties.


 


(d)              
Except as expressly provided in Section 10.5(a) with respect to Other Taxes, which shall not be duplicative with any
amounts paid pursuant to Section 2.17, this Section 10.5 shall not apply to Taxes other than any Taxes that represent losses
or damages from any non-Tax claim.


 


(e)              
To the fullest extent permitted by applicable law, no party hereto shall assert, and hereby waives, any claim against one
another or against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document, or any agreement
or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof; provided
that nothing in this Section 10.5(e) shall limit the Borrower’s indemnity and reimbursement obligations to the extent
that such special, indirect, consequential or punitive damages are included in any claim by a third party unaffiliated with the applicable
Indemnitee with respect to which the applicable Indemnitee is entitled to indemnification as set forth in this Section 10.5. Notwithstanding
anything herein to the contrary, no Indemnitee shall be liable for any damages arising from the use by others of any information or other
materials obtained through telecommunications, electronic or other information transmission systems, except to the extent such damages
are found in a final non-appealable judgment of a court of competent jurisdiction to have resulted from the willful misconduct or
gross negligence of such Indemnitee, in connection with this Agreement or the other Credit Documents or the transactions contemplated
hereby or thereby.


 




 






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(f)               
The agreements in this Section 10.5 shall survive the resignation, replacement, or removal of any Agent, the replacement
of any Lender, the termination of the Term Loan Commitments, the repayment, satisfaction or discharge of all Obligations under any Credit
Document, and the termination of this Agreement or any other Credit Document. All amounts due under this Section 10.5 shall be payable
on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount
requested.


 


10.6         
Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for
the credit or the account of the Borrower or any Guarantor against any and all of the obligations of the Borrower or any Guarantor now
or hereafter existing under this Agreement or any other Credit Document held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement or such other Credit Document and although the obligations may be unmatured. The rights
of each Lender under this Section 10.6 are in addition to other rights and remedies (including other rights of set-off) of such
Lender that may be exercised only at the direction of the Administrative Agent or the Requisite Lenders.


 


10.7         
Governing Law. THIS AGREEMENT AND ANY NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT AND ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY
STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


10.8         
Waivers; Amendment.


 


(a)              
No failure or delay of any Agent or any Lender in exercising any right or power hereunder or under any Credit Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of each Agent and the Lenders hereunder and under the other Credit Documents are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Credit Document or
consent to any departure by the Borrower or any other Credit Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section 10.8, and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given. No notice or demand on the Borrower or any other Credit Party in any case shall entitle such Person
to any other or further notice or demand in similar or other circumstances.


 




 






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(b)              
Neither this Agreement nor any other Credit Document nor any provision hereof or thereof may be waived, amended or modified
except (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Administrative
Agent, Borrower and the Requisite Lenders, and (z) in the case of any other Credit Document, pursuant to an agreement or
agreements in writing entered into by each party thereto and the Administrative Agent and consented to by the Requisite Lenders; provided,
however, no such agreement shall:


 


(i)                
decrease, forgive, waive or excuse the principal amount of, or any interest (other than Default Rate interest) on, or any
premiums or fees in respect of, or extend the final maturity of, or decrease the rate of interest on, any Term Loan (other than by waiver
or modification of a condition precedent, mandatory prepayment, Default, Event of Default, financial ratio or covenant), without the
prior written consent of each Lender adversely affected thereby;


 


(ii)             
increase or extend the Term Loan Commitment of any Lender or decrease, forgive, waive or excuse the fees of any Lender
or fees of any Agent without the prior written consent of such Lender or Agent, as applicable (it being understood that waivers or modifications
of conditions precedent, covenants, Defaults or Events of Default shall not constitute an increase or extension of the Term Loan Commitments
of any Lender);


 


(iii)           
postpone any date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments)
of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Credit Document without
written consent of each Lender adversely affected thereby;


 


(iv)            
amend or modify the provisions of this Section 10.8 or the definition of the term “Requisite Lenders”
or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder
or make any determination or grant any consent hereunder without the prior written consent of each Lender;


 


(v)              
except as provided for herein or in any Collateral Document, release all or substantially all of the Collateral (or subordinate
the Liens in favor of the Administrative Agent or Collateral Agent, as applicable, on all or substantially all of the Collateral) or
release all or substantially all of the value of the guarantees under the Second Lien Pledge and Security Agreement, without the prior
written consent of each Lender;


 




 






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(vi)            
 amend the provisions of Section 2.14 of this Agreement in a manner that would by its terms alter the pro rata sharing
of payments required thereby, without the consent of each Lender adversely affected thereby;


 


(vii)         
amend, modify or otherwise affect the rights or duties of or any fees or other amounts payable to any Agent (for its own
account) hereunder without the prior written consent of such Agent acting as such at the effective date of such agreement, as applicable;
or


 


(viii)       
change the coin or currency in which the principal of any Loan or the interest thereon is payable pursuant to Section 2.1
or 2.6, without the prior written consent of each Lender directly affected thereby.


 


Each Lender shall be bound by any waiver, amendment
or modification authorized by this Section 10.8 and any consent by any Lender pursuant to this Section 10.8 shall bind any
assignee of such Lender. Notwithstanding the foregoing, no Lender shall consent to any amendment, modification or waiver of any kind
to any Credit Document pursuant to which any fee, payment or other consideration is paid to any Lender unless such fee, payment or other
consideration is offered to all Lenders, on a pro rata basis based on such Lender’s Pro Rata Share, regardless of whether such
amendment, modification or waiver would require such Lender’s written consent (or the instruction of such Lender to the Administrative
Agent) to be effective, and such fee, payment or other consideration is paid to all such Lenders that consent to such amendment, modification
or waiver in the time frame and on the terms set forth in the documents relating to such amendment, modification or waiver.


 


(c)              
Without the consent of any Lender, the Credit Parties and the Administrative Agent or Collateral Agent, as applicable,
may (in their respective sole discretion, or shall, to the extent required by any Credit Document) enter into any amendment, modification
or waiver of any Credit Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion
or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured
Parties, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any
property or so that the security interests therein comply with applicable law.


 


(d)              
[Reserved].


 


(e)              
[Reserved].


 


(f)               
Notwithstanding the foregoing, (x) the Administrative Agent, with the consent of the Borrower, may amend, modify or supplement
any Credit Document without the consent of any Lender or the Requisite Lenders in order to correct, amend or cure any ambiguity, inconsistency
or defect or correct any typographical error or other manifest error in any Credit Document; provided that the Administrative
Agent shall promptly give the Lenders notice of any such amendment, modification or supplement, and (y) the Agent Fee Letter may be amended,
supplemented, or modified by the parties thereto.


 




 






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10.9         
 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable
interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”),
as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken
or reserved by any Lender, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged,
taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all
Charges payable to such Lender, shall be limited to the Maximum Rate; provided that such excess amount shall be paid to such Lender
on subsequent payment dates to the extent not exceeding the legal limitation.


 


10.10     
Entire Agreement. This Agreement, the other Credit Documents and the agreements regarding certain fees
referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among
or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and
the other Credit Documents. Notwithstanding the foregoing, the Agent Fee Letter shall survive the execution and delivery of this Agreement
and remain in full force and effect. Nothing in this Agreement or in the other Credit Documents, expressed or implied, is intended to
confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of
this Agreement or the other Credit Documents.


 


10.11     
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11.


 


10.12     
Severability. In the event any one or more of the provisions contained in this Agreement or in any other
Credit Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith
negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.


 




 






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10.13     
Counterparts. This Agreement may be executed in counterparts (and by different parties hereto in different
counterparts), each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same instrument. Any signature to this Agreement and any other Credit Document may be delivered by facsimile, electronic
mail (including pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature
and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes to the fullest extent permitted by applicable Law. The words “execution,” “signed,”
 “signature,” and words of like import in this Agreement, any Assignment Agreement, any Credit Document in or related to any
document to be signed in connection with this Agreement and the transactions contemplated hereby or in any amendment or other modification
hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form,
each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based
on the Uniform Electronic Transactions Act. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal
of this Agreement. Each party hereto represents and warrants to the other parties hereto that it has the corporate capacity and authority
to execute this Agreement through electronic means and there are no restrictions for doing so in such party’s constitutive documents.


 


10.14     
Headings. Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this
Agreement.


 


10.15     
Jurisdiction; Consent to Service of Process.


 


(a)              
Each party hereto irrevocably and unconditionally submits for itself and its property in any legal action or proceeding
relating to this Agreement and the other Credit Documents to which it is a party 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 and agrees that any such action or proceeding
shall be brought solely in such New York Courts; provided that nothing in this agreement shall be deemed or operate to preclude (i) any
agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for
the Obligations, or to enforce a judgment or other court order in favor of the Administrative Agent or the Collateral Agent, (ii) any
party from bringing any legal action or proceeding in any jurisdiction for the recognition and enforcement of any judgment, (iii) 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 (iv) 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 10.15 would otherwise require to be asserted
in a legal action or proceeding in a New York Court) in any such action or proceeding.


 


(b)              
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating
to this Agreement or the other Credit Documents in any New York Court. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 




 






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(c)              
Each Credit Party hereby irrevocably and unconditionally:


 


(i)              appoints
the Borrower, with an office specified in Schedule 10.1, as the authorized agent (in such capacity, the “Authorized
Agent”) upon whom process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the
transactions contemplated herein.


 


(ii)             
agrees that service of process in any such action or proceeding may be effected by delivering a copy of such process to
the Credit Parties in the care of the Authorized Agent at such Authorized Agent’s above address, and by mailing a copy thereof
by registered or certified mail (or substantially similar form of mail), postage prepaid, to the Credit Parties at the address set forth
in Schedule 10.1.


 


(d)              
Each Credit Party hereby represents and warrants that the Authorized Agent has accepted such appointment and has agreed
to act as agent for service of process, and each Credit Party agrees to take any and all actions that may be necessary to continue such
appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, in every respect, effective
service of process upon such Credit Party.


 


10.16     
Confidentiality. Each of the Lenders and each of the Agents agrees that it shall maintain in confidence
any information relating to the Borrower and any of the subsidiaries furnished to it by or on behalf of the Borrower or any of the subsidiaries
(other than information that (a) has become generally available to the public other than as a result of a disclosure by such
party of its Related Parties, (b) has been independently developed by such Lender or such Agent without violating this Section 10.16,
as evidenced by its written records, or (c) was available to such Lender or such Agent from a third party having, to such
Person’s knowledge, no obligations of confidentiality to the Borrower or any other Credit Party) and shall not reveal the same
other than to its respective officers, directors, employees, stockholders, partners, members, accountants, attorneys, agents, representatives
and advisors with a need to know or to any Person that approves or administers the Term Loans on behalf of such Lender or such Agent
(so long as each such Person shall have been instructed to keep the same confidential in accordance with this Section 10.16), except:
(A) to the extent necessary to comply with law or regulation or any legal, judicial or administrative process, as otherwise
required by law or regulation or the requests of any Governmental Authority, the National Association of Insurance Commissioners or of
any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (B) as
part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities including
the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (C) to its parent
companies, Affiliates or auditors (so long as each such Person shall have been instructed to keep the same confidential in accordance
with this Section 10.16), (D) in order to enforce its rights under any Credit Document in a legal proceeding, (E) to
any pledge under Section 10.4(e) or any other prospective assignee of or successor to, or prospective Participant in, any of its
rights under this Agreement (so long as such Person shall have been instructed to keep the same confidential in accordance with this
Section 10.16), (F) [reserved], and (G) on a confidential basis to (x) any rating agency in
connection with rating the Borrower or any of its subsidiaries or the Term Loans hereunder, the CUSIP Service Bureau or any similar agency
in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities, or (y) market data collectors,
similar service providers to the lending industry and service providers to the Administrative Agent in connection with the administration
and management of this Agreement and the other Credit Documents. Notwithstanding the foregoing, no such information shall be disclosed
to a Disqualified Lender that constitutes a Disqualified Lender at the time of such disclosure without the Borrower’s prior written
consent.


 




 






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10.17     
Platform; Borrower Materials.


 


(a)              
The Borrower hereby acknowledges that (a) the Administrative Agent or the Arrangers may make available to the
Lenders materials or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain
of the Lenders may be Public Lenders that do not wish to receive material non-public information with respect to the Borrower or
its securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower
Materials that may be distributed to the Public Lenders and that (a) all the Borrower Materials shall be clearly and conspicuously
marked “PUBLIC” which, at a minimum, means that the word “PUBLIC” shall appear prominently on the first page
thereof, (b) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, each Arranger and the Lenders to treat the Borrower Materials as either publicly available information or not material information
(although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States securities
laws, (c) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Investor,” and (d) the Administrative Agent and the Arrangers shall be entitled to
treat the Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated “Public Investor”. Notwithstanding the foregoing, the following Borrower Materials shall be deemed “PUBLIC,”
unless the Borrower notifies the Administrative Agent promptly in writing that any such document contains material non-public information:
(1) the Credit Documents, and (2) notification of changes in the terms of the Term Loans.


 


(b)              
Each of the Lenders and the Borrower acknowledges and agrees that the distribution of material through an electronic medium
is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts
of any Lender that are added to the Platform, and that there are confidentiality and other risks associated with such distribution. Each
of the Lenders and the Borrower hereby approves distribution of the Borrower Materials through the Platform and understands and assumes
the risks of such distribution.


 




 



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(c)              
Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable
such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including
United States federal and state securities laws, to make reference to Borrower Materials that are not made available through the “Public
Side Information” portion of the Platform and that may contain information of a type that would constitute material non-public
information with respect to the Borrower or its securities for purposes of United States federal or state securities laws. In the event
that any Public Lender has elected for itself to not access any information disclosed through the Platform or otherwise, such Public
Lender acknowledges that (i) the Agents and other Lenders may have access to such information and (ii) neither the Borrower
nor the Agents or other Lender with access to such information shall have (x) any responsibility for such Public Lender’s
decision to limit the scope of information it has obtained in connection with this Agreement and the other Credit Documents or (y) any
duty to disclose such information to such electing Lender or to use such information on behalf of such electing Lender, and shall not
be liable for the failure to so disclose or use such information.


 


(d)              
THE PLATFORM AND THE BORROWER MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENTS AND
THEIR RELATED PARTIES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE PLATFORM AND THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES
OR OTHER CODE DEFECTS, IS MADE BY THE AGENTS OR THEIR RELATED PARTIES IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. IN NO
EVENT SHALL THE AGENTS OR ANY OF THEIR RELATED PARTIES HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY
FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT,
CONTRACT OR OTHERWISE) ARISING OUT OF ANY CREDIT PARTY’S OR ANY AGENT’S TRANSMISSION OF BORROWER MATERIALS THROUGH THE INTERNET
OR THE PLATFORM.


 


(e)              
Each Lender agrees that notice to it (as provided in the next sentence) specifying that Borrower Materials have been posted
to the Platform shall constitute effective delivery of the Borrower Materials to such Lender for purposes of the Credit Documents. Each
Lender agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to
time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing
notice may be sent to such email address.


 


(g)             
Each of the Lenders and the Credit Parties agrees that the Administrative Agent may, but (except as may be required by applicable law)
shall not be obligated to, store the Borrower Materials on the Platform in accordance with the Administrative Agent’s generally
applicable document retention procedures and policies.


 




 



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(f)               
 Nothing herein shall prejudice the right of the Administrative Agent to give any notice or other communication pursuant
to any Credit Document in any other manner specified in such Credit Document.


 


10.18     
Release of Liens and Guarantees.


 


(a)              
The Administrative Agent, Collateral Agent, the Lenders, and the other Secured Parties hereby irrevocably agree that the
Liens granted to the Collateral Agent by the Credit Parties on any Collateral shall be released and, to the extent permitted under applicable
law, automatically released: (i) as set forth in Section 10.18(c), Section 10.18(d) or Section 10.18(e) below;
(ii) upon the sale or other disposition of such Collateral by any Credit Party to a Person that is not (and is not required
to become) a Credit Party in a transaction not prohibited by this Agreement (and the Collateral Agent may rely conclusively on a certificate
to that effect provided to it by an Authorized Officer of the Borrower upon its reasonable request without further inquiry), (iii) if
the release of such Lien is approved, authorized or ratified in writing by the Requisite Lenders (or such other Lenders whose consent
may be required in accordance with Section 10.8(b)), (iv) to the extent that the property constituting such Collateral
is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranteed Obligation in accordance with
clause (b) below and Section 10.8(c), (v) to the extent any asset or property constitutes Excluded Property, (vi) as
required by the Collateral Agent to effect any sale or disposition of Collateral in connection with any exercise of remedies of the Collateral
Agent pursuant to the Collateral Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or
any Liens (other than those being released) upon (or Obligations (other than those being released) of the Credit Parties in respect of)
all interests retained by the Credit Parties, including the proceeds of any sale or disposition, all of which shall continue to constitute
part of the Collateral except to the extent otherwise released in accordance with the provisions of the Credit Documents.


 


(b)              
In addition, the Administrative Agent, Collateral Agent and Lenders hereby irrevocably agree that a Guarantor shall be
released from the guarantees and the Collateral Documents upon consummation of any transaction not prohibited hereunder resulting in
such Guarantor ceasing to constitute a Guarantor or a subsidiary as a result of a transaction permitted hereunder (and, in each case,
the Collateral Agent may rely conclusively on a certificate to that effect provided to it by an Authorized Officer of the Borrower upon
its reasonable request without further inquiry).


 


(c)              
Notwithstanding anything to the contrary contained herein or any other Credit Document, upon request and at the expense
of the Borrower, the Administrative Agent or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any
other Secured Party) take such actions as shall be required to release or subordinate any Lien on any property granted to or held by
the Collateral Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 6.2 to be
senior to the Liens of the Collateral Agent on such property; provided that (i) no Agent shall be required to execute any document
or take any action necessary to evidence such release or subordination on terms that, in its opinion or the opinion of its counsel, could
expose such Agent to liability or create any obligation or entail any consequence other than, in the case of a release, such release
without recourse to, or representation, or warranty by such Agent, and (ii) prior to any such request, the Borrower shall have in each
case delivered to the Administrative Agent a certificate of an Authorized Officer of the Borrower certifying that such Lien is permitted
to be senior to the Liens under this Agreement or that such property is permitted hereunder to be released from the Lien granted to or
held by the Collateral Agent.


 




 






    148


     


    

 


(d)              
Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Lenders hereby irrevocably
authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents and agreements
and take any action necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing
provisions of this Section 10.18, all without the requirement of notice to or the further consent or joinder of any Lender. Any
representation, warranty or covenant contained in any Credit Document relating to any such Collateral or Guarantor shall no longer be
deemed to be made. In connection with any release hereunder, the Administrative Agent and the Collateral Agent shall promptly (and the
Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may
be reasonably requested by the Borrower, at the Borrower’s expense, in connection with the release of any Liens created by any
Credit Document in respect of such Restricted Subsidiary, property or asset; provided that (i) no Agent shall be required to execute
any document or take any action necessary to evidence such release on terms that, in its opinion or the opinion of its counsel, could
expose such Agent to liability or create any obligation or entail any consequence other than such release without recourse to, or representation,
or warranty by such Agent, and (ii) prior to any such request, the Borrower shall have in each case delivered to the Administrative Agent
a certificate of an Authorized Officer of the Borrower certifying that such release of such Guarantor or Collateral is permitted hereunder.


 


(e)              
Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than
contingent or indemnification obligations not yet due and payable and for which no claim has been asserted) have been paid in full in
cash or equivalents thereof and all Term Loan Commitments have terminated or expired, upon request of the Borrower, the Administrative
Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Lender) take such actions (and
each Lender hereby authorizes the Administrative Agent and Collateral Agent to take such actions) as shall be required to release its
Liens on and any other security interest in all Collateral, and to release all obligations under any Credit Document, whether or not
on the date of such release there may be any contingent or indemnification obligations not yet due and payable and for which no claim
has been asserted. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated
if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise
be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor,
or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower
or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made.


 


10.19     
Judgment. The Obligations of the Borrower due to any party hereto shall, notwithstanding any judgment
in a currency (the “judgment currency”) other than Dollars, be discharged only to the extent that on the Business
Day following receipt by such party of any sum adjudged to be so due in the judgment currency such party may, in accordance with normal
banking procedures, purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally
due to such party in Dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such
party against such loss; if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement, such party
agrees to remit to the Borrower such excess.


 




 






    149


     


    

 


10.20     
USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act, and the Administrative Agent
(for itself and not on behalf of any Lender), hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act,
it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name, address
and tax identification of each Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable,
to identify each Credit Party in accordance with the USA PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on
behalf of any Lender) may also, pursuant to the applicable AML Legislation, be required to obtain, verify and record information regarding
the Credit Parties, their directors, authorized signing officers, direct or indirect shareholders and the Transactions contemplated hereby.
Each Credit Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable
AML Legislation, including the USA PATRIOT Act.


 


10.21     
Intercreditor Agreements. Reference is made to the Intercreditor Agreements and each other intercreditor
agreement that may be entered into by the Collateral Agent in accordance with the terms of this Agreement from time to time after the
Closing Date. Each Lender (a) consents to the priority and subordination of Liens provided for in the Intercreditor Agreements,
as applicable, (b) agrees that it will be bound by and will take no actions contrary to the provisions of each Intercreditor Agreements
and (c) authorizes and instructs the Agents to enter into the Intercreditor Agreements as Administrative Agent and Collateral Agent,
as the case may be, and on behalf of such Lender, including without limitation, making the representations of the Lenders contained therein.
The foregoing provisions are intended as an inducement to the Lenders, the holders of First Lien Notes under the First Lien Notes Indenture
and the lenders under the ABL Facility and the creditors of any Junior Lien Debt to extend credit, and such lenders are intended third-party
beneficiaries of such provisions and the provisions of the Intercreditor Agreements.


 




 



    150


     


    

 


10.22     
Acknowledgements. The Borrower hereby acknowledges and agrees that (a) no fiduciary, advisory
or agency relationship between the Lender Parties and the Credit Parties is intended to be or has been created in respect of any of the
transactions contemplated by this Agreement or the other Credit Documents, irrespective of whether the Lender Parties have advised or
are advising the Credit Parties on other matters, and the relationship between the Lender Parties, on the one hand, and the Credit Parties,
on the other hand, in connection herewith and therewith is solely that of creditor and debtor, (b) the Lender Parties, on
the one hand, and the Credit Parties, on the other hand, have an arm’s length business relationship that does not directly or indirectly
give rise to, nor do the Credit Parties rely on, any fiduciary duty to the Credit Parties or their Affiliates on the part of the Lender
Parties, (c) the Credit Parties are capable of evaluating and understanding, and the Credit Parties understand and accept,
the terms, risks and conditions of the transactions contemplated by this Agreement and the other Credit Documents, (d) the
Credit Parties have been advised that the Lender Parties are engaged in a broad range of transactions that may involve interests that
differ from the Credit Parties’ interests and that the Lender Parties have no obligation to disclose such interests and transactions
to the Credit Parties, (e) the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to
the extent the Credit Parties have deemed appropriate in the negotiation, execution and delivery of this Agreement and the other Credit
Documents, (f) each Lender Party has been, is, and will be acting solely as a principal and, except as otherwise expressly
agreed in writing by it and the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for
the Credit Parties, any of their Affiliates or any other Person, (g) none of the Lender Parties has any obligation to the
Credit Parties or their Affiliates with respect to the transactions contemplated by this Agreement or the other Credit Documents except
those obligations expressly set forth herein or therein or in any other express writing executed and delivered by such Lender Party and
the Credit Parties or any such Affiliate, and (h) no joint venture is created hereby or by the other Credit Documents or
otherwise exists by virtue of the transactions contemplated hereby among the Lender Parties or among the Lender Parties and the Credit
Parties.


 


[Remainder of page intentionally left blank]


 




 



    151


     


    

 








IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized
as of the date first written above.


 


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



 


[Signature
Page –Second Lien Credit and Guaranty Agreement]


 




 









     


     


    

 


	 	alter domus (us) llc,
	 	as Administrative Agent and Collateral Agent
	 	 
	 	By:  	 	/s/ Matthew Trybula
	 	 	Name:  	Matthew Trybula
	 	 	Title:	Associate Counsel




 


[Signature
Page –Second Lien Credit and Guaranty Agreement]





 



     


     


    

 


	 	DEERFIELD partners, L.P.,
	 	as a Lender
	 	 
	 	By:  	Deerfield Mgmt, L.P., its General Partner
	 	 	 
	 	By:	J.E. Flynn Capital, LLC, its General Partner
	 	 	 
	 	By:	 	/s/ David Clark
	 	 	Name:  	David Clark
	 	 	Title:	Authorized Signatory 
	 	 
	 	DEERFIELD PRIVATE DESIGN FUND III, L.P.,
	 	as a Lender
	 	 
	 	By:	Deerfield Mgmt III, L.P., its General
    Partner
	 	 
	 	By:	J.E. Flynn Capital III, LLC, its General
    Partner
	 	 
	 	By:	 	/s/ David Clark
	 	 	Name:	David Clark
	 	 	Title:	Authorized Signatory




 


[Signature
Page –Second Lien Credit and Guaranty Agreement] 


 




 



     


     


    







 


	 	BPC LENDING II LLC
	 	as a Lender
	 	 
	 	By:  	Beach Point Capital Management LP,
	 	 	its manager
	 	 
	 	By:	 	/s/ Alan Schweitzer
	 	 	Name:  	Alan Schweitzer
	 	 	Title:	Portfolio Manager




 


[Signature
Page –Second Lien Credit and Guaranty Agreement] 




 




 



     


     


    




 


EXHIBIT A 


 


[FORM OF]

FUNDING NOTICE


 


	To:	Alter
    Domus (US) LLC,
	 	as
    Administrative Agent for
	 	the
    Lenders referred to below




 


_____________, 2021


 


Ladies and Gentlemen:





Reference is made to the
Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021 (as amended, restated, supplemented or otherwise modified and in
effect from time to time, the “Credit Agreement”), among Lannett Company, Inc. (the “Borrower”),
the guarantors party thereto from time to time, Alter Domus (US) LLC, as administrative agent and collateral agent, and the lenders party
thereto from time to time. Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Credit Agreement.


 


The undersigned hereby gives
you notice pursuant to Section 2.1(b) of the Credit Agreement that it requests a borrowing of Term Loans under the Credit Agreement
to be made on the Closing Date in the aggregate principal amount of $190,000,000, including a borrowing of Closing Date Term Loans in
the principal amount of $6,225,257.49.


 


The account of the Borrower
to which proceeds of the Closing Date Term Loans requested on the Closing Date are to be made available by the Administrative Agent (or
directly by the BPC Lender, if it so elects) to the Borrower are as follows:


 


	
	Bank Name:	
	Bank Address:	
	ABA Number:	
	Account:	
	Attention:	
	Reference:	


 


[Remainder of page intentionally left blank]


 


Credit and Guaranty Agreement


 






    Exhibit A-1


     


    

 


	 	Lannett Company, Inc.,
	 	as the Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




 






    Exhibit A-2


     


    

 


Exhibit-B


 


[FORM OF]


NOTE


 


	$_____________________1	______________________2



 


[________]


 


FOR VALUE RECEIVED, Lannett
Company, Inc., a Delaware corporation (the “Borrower”), promises to pay to __________________3
(“Payee”) or its registered assigns the principal amount of _________________4
($________________________). The principal amount of this Note shall be payable on the dates and in the amounts specified
in the Credit Agreement (as defined below).


 


The Borrower also promises
to pay interest on the unpaid principal amount hereof, until paid in full, at the rates and at the times which shall be determined in
accordance with the provisions of that certain Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021, among the Borrower,
the guarantors party thereto from time to time, Alter Domus (US) LLC, as administrative agent and collateral agent, and the lenders party
thereto from time to time (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined).


 


This Note is one of the Borrower’s
 “Notes” and is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made
for a more complete statement of the terms and conditions under which the Term Loan evidenced hereby was made and is to be repaid.


 


All payments of principal
and interest in respect of this Note shall be made in lawful money of the United States of America in same day funds at the Principal
Office of Administrative Agent or at such other place as shall be designated in writing for such purpose in accordance with the terms
of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted
by Administrative Agent and recorded in the Register as provided in the Credit Agreement, the Borrower and Administrative Agent shall
be entitled to deem and treat Payee as the owner and holder of this Note and the Term Loan evidenced hereby. Payee hereby agrees, by
its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to
make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect
to payments of principal of or interest on this Note.


 


This Note is subject to mandatory
prepayment as provided in the Credit Agreement and to prepayment at the option of the Borrower as provided in the Credit Agreement.


 





 






	1	Insert
                                            amount of Lender’s Term Loan in numbers.





 


	2	Insert
                                            place of delivery of this Term Loan Note.





 


	3	Insert
                                            Lender’s name in capital letters.



 




	4	Insert amount of Lender’s Term Loans
                                            in words.



 


Credit and Guaranty Agreement


 






    Exhibit B-1 


     


    

 


 


THIS NOTE AND THE RIGHTS
AND OBLIGATIONS OF THE BORROWER AND PAYEE HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING
OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS NOTE INCORPORATES BY REFERENCE, AND THE BORROWER AND
PAYEE HEREBY AGREE TO BE SUBJECT TO, THE PROVISIONS SET FORTH IN SUBSECTION 10.15 OF THE CREDIT AGREEMENT.


 


Upon the occurrence of
an Event of Default, the unpaid balance of the principal amount of this Note (including any capitalized and unpaid PIK Interest),
together with all accrued and unpaid interest thereon (including interest accrued on any capitalized PIK Interest) and the Exit Fee,
may become, or may be declared to be, due and payable in the manner, upon the conditions and with the effect provided in the Credit
Agreement.


 


The terms of this Note are
subject to amendment only in the manner provided in the Credit Agreement.


 


This Note is subject to restrictions
on transfer or assignment as provided in the Credit Agreement.


 


To the extent any provision
of this Note is inconsistent with, or conflicts with, any provision of the Credit Agreement, the Credit Agreement shall control.


 


No reference herein to the
Credit Agreement and no provision of this Note or the Credit Agreement shall alter or impair the obligations of the Borrower, which are
absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, and in the currency
prescribed herein and in the Credit Agreement.


 


The Borrower promises to
pay all costs and expenses, including reasonable attorneys’ fees, all as provided in the Credit Agreement, incurred in the collection
and enforcement of this Note. The Borrower and any endorsers of this Note hereby consent to renewals and extensions of time at or after
the maturity hereof, without notice, and hereby waive diligence, presentment, protest, demand and notice of every kind and, to the full
extent permitted by law, the right to plead any statute of limitations as a defense to any demand hereunder.


 


[Remainder of page intentionally left blank]


 


Credit and Guaranty Agreement


 






    Exhibit B-2 


     


    

 


IN WITNESS WHEREOF, the Borrower has caused this
Note to be duly executed and delivered by its officer thereunto duly authorized as of the date and at the place first written above.


 





	 	Lannett
    Company, Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




 






    Exhibit B-3 


     


    

 


LOANS AND PAYMENTS WITH RESPECT THERETO





	Date	Type
    of 

    Loan Made	Amount
    of

    Loan Made	End
    of 

    Interest 

    Period	Amount
    of Principal

    or Interest

    Paid This

    Date	Outstanding
    Principal 

    Balance

    This Date	Notion
    

    Made By
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________
	________	________	________	________	________	________	________


 


Credit and Guaranty Agreement


 






    Exhibit B-4 


     


    

 


Exhibit
C 


 


[FORM OF]


COMPLIANCE CERTIFICATE


 


The undersigned hereby certifies,
on behalf of Lannett Company, Inc., a Delaware corporation (the “Company”), as [Title]1
of the Company and not in [his][her] individual capacity, that:


 


(1)       I
am the duly elected [Title] of the Company;


 


(2)      I
have reviewed the terms of that certain Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021, as amended, restated,
supplemented or otherwise modified and in effect as of the date hereof (said Second Lien Credit and Guaranty Agreement, as so amended,
restated, supplemented or otherwise modified and in effect from time to time, being the “Credit Agreement”, the terms
defined therein and not otherwise defined in this Certificate (including Attachment No. 1 annexed hereto and made a part hereof)
being used in this Certificate as therein defined), among the Company, the guarantors party thereto from time to time, Alter Domus (US)
LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time, and the terms of the other Credit
Documents, and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition
of Company and its subsidiaries during the accounting period covered by the attached financial statements;


 


(3)       No
Event of Default or Default has occurred that is continuing during or at the end of the accounting period covered by the attached financial
statements or as of the date of this Certificate[, except as set forth below]; and


 


(4)       Set
forth on Attachment No. 1 annexed hereto is a true and accurate calculation of the Total Net Leverage Ratio (on a Pro Forma Basis).


[Set forth [below] [in a
separate attachment to this Certificate] are all exceptions to paragraph (3) above listing, in detail, the nature of the condition
or event, the period during which it has existed and the action which Company has taken, is taking, or proposes to take with respect
to each such condition or event: ___________________________________________].


 





 






	1	Include
                                            title of a Financial Officer of the Company.



 


Credit and Guaranty Agreement


 






    Exhibit C-1 


     


    

 


The foregoing certifications,
together with the computations set forth in Attachment No. 1 annexed hereto and made a part hereof and the financial statements
delivered with this Certificate in support hereof, are made and delivered this __________ day of _____________, 20__ pursuant to subsection 5.4(c)
of the Credit Agreement.


 





	 	Lannett
    Company, Inc.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Credit and Guaranty Agreement


 






    Exhibit C-2 


     


    

 


ATTACHMENT NO. 1

TO COMPLIANCE CERTIFICATE


 


This Attachment No. 1
is attached to and made a part of a Compliance Certificate dated as of ____________, ____ and pertains to the period from ____________,
____ to ____________, ____ (“Four Quarter Period”)1.
Section references herein relate to subsections of the Credit Agreement.2


 





 






	1	Insert
                                            most recently completed four consecutive fiscal quarters of the Borrower ending prior to
                                            the date of this Compliance Certificate.





 


	2	In the event of any conflict or inconsistency
                                            between the provisions of this Compliance Certificate and the Credit Agreement, the provisions
                                            of the Credit Agreement shall control.



 


Credit and Guaranty Agreement


 






    Exhibit C-3 


     


    

 


	 	Total Net Leverage Ratio	 
	 	 	 
	 	1.	Consolidated Total Debt (minus the aggregate amount of Unrestricted Cash of the Borrower or any Restricted Subsidiary):	$_____________
	 	2.	Consolidated Adjusted EBITDA for the Four Quarter Period :	$_____________
	 	3.	Total Net Leverage Ratio (1):(2):	____:1.00
	 	 	 
	 	Consolidated Adjusted EBITDA:	 
	 	 	 
	 	1.	Consolidated Net Income of the Borrower and its Restricted Subsidiaries determined on a consolidated basis for the Four Quarter Period,
increased (other than with respect to item (1)(k) below) to the extent deducted (and not added back) in arriving at Consolidated Net
Income, and without duplication with any other item listed below or any item excluded pursuant to the definition of Consolidated Net
Income, by:	$_____________
	 	 	a.	provision for Taxes based on income or profits or capital, including state, provincial, franchise, excise and similar Taxes and foreign withholding Taxes of such Person paid or accrued, including any penalties and interest relating to any Tax examinations;	$_____________
	 	 	b.	Consolidated Interest Expense for such period;	$_____________
	 	 	c.	depreciation and amortization expense of such Person for such period;	$_____________
	 	 	d.	extraordinary, non-recurring, unusual or exceptional losses, charges and expenses;	$_____________
	 	 	e.	losses, charges and expenses relating to the Transactions regardless of when paid (including, without limitation, the write-off of deferred financing fees capitalized on the balance sheet corresponding to the Existing Term Loan Credit Agreement, the ABL Facility and the First Lien Notes, any financial advisory fees, filing fees, accounting fees, legal fees and other similar advisory and consulting fees and related out-of-pocket expenses and other fees, discounts and commissions, including with regard to arranging or syndication);	$_____________



 


Credit and Guaranty Agreement


 






    Exhibit C-4 


     


    

 


	 	 	f. 	(A) actual expenses,
costs and charges related to business optimization, relocation or integration; (B) actual expenses, costs and charges related
to Permitted Acquisitions after the Closing Date and (C) severance and other restructuring charges actually incurred;	$_____________
	 	 	g. 	losses, charges and expenses relating
to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business
(in each case whether or not consummated), as determined in good faith by the Borrower;	$_____________
	 	 	h. 	losses, charges and expenses attributable
to disposed or discontinued operations and losses, charges and expenses related to the disposal of disposed, abandoned, closed or discontinued
operations;	$_____________
	 	 	i. 	losses, charges and expenses attributable
to the early extinguishment or conversion of Indebtedness, Hedge Agreements or other derivative instruments (including deferred financing
expenses written off and premiums paid);	$_____________
	 	 	j. 	charges, expenses and fees incurred,
including financial advisory, accounting, auditor, legal and other consulting and advisory fees or other filing fees and expenses, or
any amortization thereof, in connection with any equity offering, acquisition, merger, amalgamation, investment, recapitalization, asset
disposition, incurrence or repayment of Indebtedness (including deferred financing expenses), refinancing transaction, restructuring
or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date
and any transaction undertaken but not completed) and any non-recurring charges and expenses (including non-recurring merger
or amalgamation expenses) incurred as a result of any such transaction;	$_____________



 


Credit and Guaranty Agreement


 






    Exhibit C-5 


     


    

 


	 	 	k.	the
    amount of “run rate” cost savings, operating expense reductions and synergies projected by the Borrower in good faith
    to be realized as a result of specified actions (including, in connection with, mergers and other business combinations, acquisitions,
    divestitures, and other transactions (including transactions described in item (1)(j) above)) taken or expected to be taken prior
    to or during such period (which “run rate” cost savings, operating expense reductions or synergies shall be subject only
    to certification by an Authorized Officer of the Borrower and shall be calculated on a Pro Forma Basis as though such cost savings,
    reductions or synergies had been realized on the first day of the relevant period), net of the amount of actual benefits realized
    during such period from such actions; provided that (A) such cost savings, reductions or synergies are reasonably
    identifiable and factually supportable, (B) are in the good faith determination of the Borrower expected to be realized
    within 18 months after the date of such action and (C) the aggregate amount of “run rate” cost savings, operating
    expense reductions and synergies included in Consolidated Adjusted EBITDA pursuant to this paragraph (k) during the Four Quarter
    Period shall not exceed 20.0% of Consolidated Adjusted EBITDA for the Four Quarter Period, calculated after giving effect to any
    adjustment pursuant to this paragraph (k)	$_____________
	 	 	l.	net
    unrealized losses on Hedge Agreements and non-controlling interests;	$_____________
	 	 	m.	any
    other non-cash losses, charges and expenses, including any write offs or write downs, reducing Consolidated Net Income for such
    period;	$_____________
	 	2.	decreased
    (in each case to the extent added in Consolidated Net Income), by (without duplication):	 
	 	 	a. 	net
    unrealized gains on Hedge Agreements and non-controlling interests;	$_____________
	 	 	b.	gains
    relating to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary
    course of business;	$_____________
	 	 	c. 	cash
    payments during such period on account of accruals on or reserves added to Consolidated Adjusted EBITDA pursuant to item 1 above;	$_____________
	 	 	d. 	non-cash
    gains, excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges
    that were deducted (and not added back) in the calculation of Consolidated Adjusted EBITDA for any prior.	$_____________



 


Credit and Guaranty Agreement


 






    Exhibit C-6 


     


    

 


	 	3.	Consolidated
    Adjusted EBITDA:	$_____________



 


Credit and Guaranty Agreement


 






    Exhibit C-7 


     


    

 


	 	Consolidated Net Income (item 1 minus
    the sum of items 2(a) through (p)):	 
	 	 	 	 
	 	1. 	the
    net income (or loss) of the Borrower and its Restricted Subsidiaries determined on a consolidated basis for such period:	$_____________
	 	2.	minus,
    to the extent otherwise included in item 1 above, the sum, without duplication, of:	 
	 	 	a.	the
    cumulative effect of a change in accounting principles;	$_____________
	 	 	b.	the
    net after-Tax effect of extraordinary, non-recurring, unusual or exceptional gains, losses, charges and expenses, including
    any relating to or arising in connection with claims or litigation (including legal fees, settlements, judgments and awards);	$_____________
	 	 	c. 	the
    net after-Tax effect of gains, losses, charges and expenses (or amortization thereof) (in each case, whether realized or unrealized)
    attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary
    course of business, as determined in good faith by the Borrower;	$_____________
	 	 	d.	the
    net after-Tax effect of gains, losses, charges and expenses attributable to disposed, discontinued, closed or abandoned operations
    and any net after-Tax gains, losses, charges and expenses related to the disposal of disposed, abandoned, closed or discontinued
    operations;	$_____________
	 	 	e.	the
    net after-tax effect of gains, losses, charges and expenses (or amortization thereof) attributable to the early extinguishment
    or conversion of Indebtedness (or the repayment or refinancing thereof), Hedge Agreements or other derivative instruments (including
    deferred financing expenses written off and premiums paid), or amendment or modification of any agreement or instrument relating
    to any Indebtedness (in each case, whether or not completed, and including any such transaction consummated prior to the Closing
    Date);	$_____________



 


Credit and Guaranty Agreement


 






    Exhibit C-8 


     


    

 


	 	 	f.	the net income for such
period of any Person that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be
increased by the amount of dividends or distributions or other payments that are actually paid to the Borrower or any Restricted Subsidiary
thereof in such period in cash;	$_____________
	 	 	g.	the effects of adjustments (including
the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in any line item in such Person’s
consolidated financial statements pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting,
as the case may be, in connection with the Transaction, any acquisition or any joint venture investments or the amortization or write
off of any amounts thereof, net of taxes;	$_____________
	 	 	h.	impairment and amortization charges,
asset write offs and write downs, including impairment and amortization charges, asset write offs and write downs related to goodwill,
intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation,
in each case, pursuant to GAAP;	$_____________
	 	 	i.	non-cash compensation charges
and expenses, including any such charges and expenses arising from grants of stock appreciation or similar rights, phantom equity, stock
options, restricted stock, deferred stock or other rights or equity incentive programs and non-cash deemed finance charges in respect
of any pension liabilities or other provisions;	$_____________
	 	 	j.	(i) charges and expenses
pursuant to any management equity plan, long-term incentive plan or stock option plan or any other management or employee benefit
plan or agreement, any stock subscription or shareholder agreement and (ii) charges, expenses, accruals and reserves in connection
with the rollover, acceleration or payout of Equity Interests held by management of the Borrower or any of the Restricted Subsidiaries,
in the case of each of (i) and (ii) above, to the extent that (in the case of any cash charges and expenses)
such charges, expenses, accruals and reserves are funded with cash proceeds contributed to the capital of the Borrower or any parent
Holding Company or net cash proceeds of an issuance of Equity Interests (other than Redeemable Equity Interests) of the Borrower or any
direct or indirect parent of the Borrower;	$_____________



 


Credit and Guaranty Agreement


 






    Exhibit C-9 


     


    

 


	 	 	k.	any
non-cash loss, charge or expense relating to the incurrence of obligations in respect of an “earn out” or other similar
contingent obligations shall be excluded, but only for so long as such loss, charge or expense remains a non-cash contingent obligation;	$_____________
	 	 	l.	to
the extent covered by insurance (including business interruption insurance) and actually reimbursed, or, so long as the Borrower has
made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the
extent that (i) such coverage is not denied by the applicable carrier or indemnifying party in writing within 270 days and
(ii) such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable
future period for any amount so added back to the extent not so reimbursed within 365 days), losses, charges, expenses, accruals and
reserves with respect to liability or casualty events or business interruption;	$_____________
	 	 	m.	(i) non-cash
or unrealized gains or losses in respect of obligations under Hedge Agreements or any ineffectiveness recognized in earnings related
to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge
transactions, in each case, in respect of obligations under Hedge Agreements, and (ii) gains or losses resulting from currency
translation or transaction gains or losses related to currency re-measurements of Indebtedness (including gains or losses resulting
from (x) Hedge Agreements for currency exchange risk and (y) intercompany Indebtedness) and all other foreign
currency translation gains or losses to the extent such gains or losses are non-cash items;	$_____________
	 	 	n.	non-cash
interest charges on defined benefit, defined contribution or other pension plans;	$_____________
	 	 	o.	any
expenses or charges to the extent paid by a third party that is not a Restricted Subsidiary on behalf of the Borrower or a Restricted
Subsidiary (and not required to be reimbursed), and any gain resulting from such payment;	$_____________



 


Credit and Guaranty Agreement


 






    Exhibit C-10 


     


    

 


	 	 	p.	the
net income (or loss) for such period of any Restricted Subsidiary (other than any of the Guarantors) shall be excluded to the extent
the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the date of
determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise
restricted by the operation or the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental
regulation applicable to that Restricted Subsidiary or its equity holders; provided that Consolidated Net Income of the Borrower will
be increased by the amount of dividends or other distributions or other payments actually paid in cash to the Borrower or a Restricted
Subsidiary thereof in respect of such period, to the extent not already included therein.	$_____________
	 	Consolidated Net Income:	$_____________


 


Credit and Guaranty Agreement


 






    Exhibit C-11 


     


    

 






EXHIBIT D


 


[FORM OF]


CREDIT AGREEMENT
JOINDER


 


THIS
CREDIT AGREEMENT JOINDER (this “Agreement”), dated as of _____________, ____, is made by and among _____________________,
a ______________________ (the “New Subsidiary Credit Party”), Lannett Company, Inc. a Delaware corporation (the “Borrower”),
the Guarantors identified on the signature pages hereof, Alter Domus (US) LLC, as administrative agent and collateral agent (in such
capacities, the “Agent”), under that certain Second Lien Credit and Guaranty Agreement, dated as of April [22], 2021
(as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”),
among the Borrower, the guarantors party thereto from time to time, the Agent and the lenders party thereto from time to time. Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.


 


The
New Subsidiary Credit Party hereby agrees as follows with the Agent, for the benefit of the Lenders:


1.                    
The New Subsidiary Credit Party hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary
Credit Party will be deemed to be a party to the Credit Agreement and a “Guarantor” for all purposes of the Credit Agreement
and the other Credit Documents, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement
and the other Credit Documents. The New Subsidiary Credit Party hereby ratifies, as of the date hereof, and agrees to be bound by, all
of the terms, provisions and conditions contained in the Credit Documents, including without limitation (a) all of the representations
and warranties of the Credit Parties set forth in Section 4 of the Credit Agreement, and (b) all of the affirmative and negative
covenants set forth in Sections 5 and 6 of the Credit Agreement. Without limiting the generality of the foregoing terms of this
Section 1, the New Subsidiary Credit Party hereby unconditionally guarantees, jointly with the other Guarantors and severally,
to the Agent for the benefit of the Secured Parties as a primary obligor and not merely as a surety, the due and punctual payment and
performance of the Obligations and agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or
further assent from such Guarantor, and that such Guarantor will remain bound upon its guarantee hereunder notwithstanding any extension
or renewal of any Obligation. The New Subsidiary Credit Party represents and warrants that the representations and warranties made by
it as a Guarantor under the Credit Agreement are true and correct in all material respects on and as of the date hereof, except (A) to
the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties
are true and correct in all material respects as of such earlier date, and (B) that any representation and warranty that is qualified
as to “materiality” or “Material Adverse Effect” is true and correct in all respects. Each reference to a Guarantor
or a Credit Party in the Credit Agreement and in any other Credit Document shall be deemed to include the New Subsidiary Credit Party.


 


2.                    
The New Subsidiary Credit Party acknowledges and confirms that it has received a copy of the Credit Agreement (including the schedules
and exhibits thereto) and the other Credit Documents. The information on the schedules to the Credit Agreement is hereby supplemented
to include the information with respect to the New Subsidiary Credit Party shown on the attached Schedule A (New Subsidiary
Credit Party Information).


 




 



    Exhibit D-1 


     


    

 


3.                    
The Borrower and the Guarantors confirm that all of their Obligations under the Credit Agreement and each other Credit Document
are, and upon the New Subsidiary Credit Party becoming a Guarantor, shall continue to be, in full force and effect. The parties hereto
confirm and agree that immediately upon the New Subsidiary Credit Party becoming a Guarantor, the term “Obligations,” as
used in the Credit Agreement, shall include all obligations of the New Subsidiary Credit Party under the Credit Agreement and under each
other Credit Document.


 


4.                    
The New Subsidiary Credit Party hereby agrees that upon becoming a Guarantor it will assume all Obligations of a Guarantor as
set forth in the Credit Agreement and each other Credit Document.


 


5.                    
Each of the Borrower and the other Guarantors agrees that at any time and from time to time, upon the written request of the Agent,
it will execute and deliver such further documents and do such further acts and things as the Agent may reasonably request in order to
effect the purposes of this Agreement.


 


6.                    
This Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.


 


7.                    
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken
together shall constitute one contract and. Any signature to this Agreement may be delivered by facsimile, electronic mail (including
pdf) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes to the fullest extent permitted by applicable law. Each party hereto represents and warrants to the other
parties hereto that it has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions
for doing so in such party’s constitutive documents.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


Credit and Guaranty Agreement


 



    Exhibit D-2 


     


    




 


IN
WITNESS WHEREOF the Borrower, the Guarantors and the New Subsidiary Credit Party have caused this Agreement to be duly executed by its
authorized officer, and the Agent, for the benefit of the Secured Parties, has caused the same to be accepted by its authorized officer,
as of the day and year first above written.


 


	 	LANNETT COMPANY, INC.,
  as the Borrower




 


	 	By:	 
	 	 	 




	 	 	Name:




	 	 	Title:






 


	 	[NEW SUBSIDIARY CREDIT
  PARTY],




	 	as a Guarantor




 


		By:	 
	 	 	 




	 	 	Name:




	 	 	Title:




 





	 	[OTHER GUARANTORS]




 


		By:	 
	 	 	 




	 	 	Name:




	 	 	Title:




 


Credit and
Guaranty Agreement


 






    Exhibit D-3 


     


    




 


ACKNOWLEDGED AND ACCEPTED:


 


ALTER DOMUS (US) LLC,


as Agent


 


	 	By:	            	 
	 	 	Name:	 
	 	 	Title:	 




 


Credit
and Guaranty Agreement


 



    Exhibit D-4 


     


    

 


Schedule A


 


New Subsidiary Credit
Party Information


 


Credit and Guaranty
Agreement


 



    Exhibit D-5 


     


    

 


EXHIBIT E


 


 


[FORM OF]


ASSIGNMENT AND
ACCEPTANCE


 


This
Assignment and Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and
is entered into by and between [the][each]1 Assignor identified
in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that
the rights and obligations of [the Assignors][the Assignees]3
hereunder are several and not joint.]4 Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Acceptance as if set forth herein in full.


 


For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and the other Credit Documents to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective
facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Credit Documents or
the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any]
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Acceptance,
without representation or warranty by [the][any] Assignor.


 


1.     Assignor[s]:         ______________________________


 





 








		1	For
                                            bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment
                                            is from a single Assignor, choose the first bracketed language. If the assignment is from
                                            multiple Assignors, choose the second bracketed language.



 


		2	For
                                            bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment
                                            is to a single Assignee, choose the first bracketed language. If the assignment is to multiple
                                            Assignees, choose the second bracketed language.



 


		3	Select
                                            as appropriate.



 


		4	Include
                                            bracketed language if there are either multiple Assignors or multiple Assignees.



 


Credit and Guaranty
Agreement


 



    Exhibit E-1 


     


    

 


   ______________________________


 








		2.	Assignee[s]:     ______________________________



                            ______________________________


 


		3.	Borrower:
                                                      Lannett Company, Inc. (the “Borrower”).



 


		4.	Administrative
                                            Agent: ALTER DOMUS (US) LLC, as the administrative agent under the Credit Agreement.



 


5.             Credit
Agreement:        Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021,
among the Borrower, the guarantors party thereto from time to time, Alter Domus (US) LLC, as administrative agent and collateral agent,
and the lenders party thereto from time to time, as amended, restated, supplemented or otherwise modified and in effect from time to
time.


 


6.            Assigned
Interest[s]:


 


	Assignor[s]5	 	Assignee[s]6	 	 	Amount
    of Assignor’s Term Loans/ Commitments	 	 	Amount
    of Term Loans/ Commitments Assigned7	 	 	Percentage
    of Assignor’s Term Loans/ Commitments Assigned8	 	 	Resulting
    Term Loans/ Commitments Amount for Assignor	 	 	Resulting
    Term Loans/ Commitments Amount for Assignee	 
	 	 	 	 	 	 	$	______	 	 	$	______	 	 	 	______	%	 	$	______	 	 	$	______	 
	 	 	 	 	 	 	$	______	 	 	$	______	 	 	 	______	%	 	$	______	 	 	$	______	 
	 	 	 	 	 	 	$	______	 	 	$	______	 	 	 	______	%	 	$	______	 	 	$	______	 



 


Effective Date:
__________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN
THE REGISTER THEREFOR.]


The
terms set forth in this Assignment and Acceptance are hereby agreed to:


 


	 	ASSIGNOR
	 	[NAME
  OF ASSIGNOR]
	 	 	 
	 	By:	                                     
	 	 	Name:
	 	 	Title:







 





 






5           
List each Assignor, as appropriate.


 


6
           List each Assignee, as appropriate.


 


7           
Subject to $1 million minimum amount requirement pursuant to Section 10.4(b) of the Credit Agreement.


 


8           
Set forth, to at least 9 decimals, as a percentage of the Term Loans / Commitments of all Lenders thereunder.


 


Credit
and Guaranty Agreement


 






    Exhibit E-2 


     


    

 


	 	ASSIGNEE
	 	[NAME OF ASSIGNEE]
	 	 
		By:	
	 	 	Name:
	 	 	Title:







 




 






    Exhibit E-3 


     


    




 


[Consented to and]1
Accepted:


 


ALTER
DOMUS (US) LLC, as


Administrative
Agent


 


	By:		 




	 	Name:	 







	 	Title:	 







 


[Consented to:]2


 


Lannett
Company, Inc., as Borrower


 


	By:		 




	 	Name:	 







	 	Title:	 




 





 






1            To
the extent required under Section 10.4(b)(B) of the Credit Agreement.


 


2            To
the extent required under Section 10.4(b)(A) of the Credit Agreement.


 


Credit and Guaranty
Agreement


 















    Exhibit E-4 


     


    







 


ANNEX 1 TO ASSIGNMENT
AND ACCEPTANCE


 


Reference
is made to the Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021 (as amended, restated, supplemented or otherwise
modified and in effect from time to time, the “Credit Agreement”), among Lannett Company, Inc., a Delaware corporation
(the “Borrower”), the guarantors party thereto from time to time, Alter Domus (US) LLC, as administrative agent (the
 “Administrative Agent”) and collateral agent (the “Collateral Agent”), and the lenders party thereto
from time to time.


 


STANDARD TERMS AND
CONDITIONS FOR


ASSIGNMENT AND ACCEPTANCE


 


1.       Representations
and Warranties. The Administrative Agent may conclusively rely on the representations and warranties of this Section 1 without
the need or obligation to investigate that an Assignee is not a Disqualified Lender.


 


1.1.       Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate
the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Credit
Parties or any other person obligated in respect of any Credit Document or (iv) the performance or observance by the Credit Parties
or any other person of any of their respective obligations under any Credit Document.


 


1.2.       Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it is [not] a Disqualified Lender, (ii) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (iii) it meets all of the other requirements to be an Assignee
under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.4(b) of the Credit Agreement),
(iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (v) it is sophisticated
with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the person exercising
discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (vi) it
has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent
financial statements delivered pursuant to Section 5.4 thereof, as applicable, and such other documents and information as it deems
appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned
Interest, (vii) it has, independently and without reliance upon the Administrative Agent, the Collateral Agent or any other Lender
and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this
Assignment and Acceptance and to purchase [the][such] Assigned Interest and (viii) if it is not a Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such]
Assignee; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, the Collateral
Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a
Lender.


 


Credit
and Guaranty Agreement


 






    Exhibit E-5 


     


    

 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued up to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding
the foregoing, the Administrative Agent shall make all payments of PIK Interest, whether accrued before or after the Effective Date,
to [the][the relevant] Assignee.


 


3.       General
Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute
one instrument. Any signature to this Assignment and Acceptance may be delivered by facsimile, electronic mail (including pdf) or any
electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective
for all purposes to the fullest extent permitted by applicable law. This Assignment and Acceptance shall be construed in accordance with
and governed by the laws of the State of New York.


 


4.       Fees.
This Assignment and Acceptance shall be delivered to the Administrative Agent with a processing and recordation fee of $3,5001.


 


5.      Administrative
Questionnaire; Lender Information.If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative
questionnaire, any tax forms required to be delivered pursuant to Section 2.17, and all “know your customer” documents requested
by the Administrative Agent and Collateral Agent, in form and substance satisfactory to the Administrative Agent and the Collateral Agent,
providing such information (including, without limitation, credit contact information and wiring instructions) of the Assignee as the
Administrative Agent and the Collateral Agent may reasonably require.


 





 






1            To
be paid by the Assignor or the Assignee.


 


Credit and Guaranty Agreement


 






    Exhibit E-6 


     


    




 


EXHIBIT G


 


[FORM OF]


SOLVENCY CERTIFICATE


 


Date: [_____, ____]


 


To the Administrative
Agent and each of the Lenders party to the Credit Agreement referred to below:


 


Reference
is made to that certain Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), by and among Lannett Company, Inc., a Delaware corporation
(the “Borrower”), the other Credit Parties party thereto, Alter Domus (US) LLC, as the Administrative Agent and Collateral
Agent, and the Lenders party thereto from time to time. Capitalized terms used but not otherwise defined herein have the meanings assigned
to them in the Credit Agreement.


 


Pursuant
to Section 3.1(h) of the Credit Agreement, the undersigned, solely in the undersigned’s capacity as [chief financial officer][specify
other officer with equivalent duties] of the Borrower, hereby certifies, on behalf of Borrower and not in the undersigned’s
individual or personal capacity and without personal liability, that, to his or her knowledge, as of the Closing Date, after giving effect
to the Transactions (including the Exchange and the funding of the Closing Date Term Loans and the application of the proceeds thereof):


 


		(a)	the
                                            fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds
                                            their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;



 


		(b)	the
                                            present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated
                                            basis, is greater than the amount that will be required to pay the probable liability, on
                                            a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise,
                                            on a consolidated basis, as such debts and other liabilities become absolute and matured;



 


		(c)	the
                                            Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities,
                                            subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become
                                            absolute and matured; and



 


		(d)	the
                                            Borrower and its subsidiaries, on a consolidated basis, are not engaged in, and are not about
                                            to engage in, business for which they have unreasonably small capital.



 


For
purposes of this Solvency Certificate, the amount of any contingent liability at any time will be computed as the amount that would reasonably
be expected to become an actual and matured liability.


 


The
undersigned is familiar with the business and financial position of the Borrower and its subsidiaries. In reaching the conclusions set
forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as the undersigned has deemed appropriate,
having taken into account the nature of the business proposed to be conducted by the Borrower and its subsidiaries after consummation
of the Transactions.


 


Credit
and Guaranty Agreement


 



    Exhibit G-1 


     


    

 


EXHIBIT
G 


 


IN
WITNESS WHEREOF, the undersigned has executed this Solvency Certificate in such undersigned’s capacity as [chief financial officer][specify
other officer with equivalent duties] Financial Officer of the Borrower, on behalf of the Borrower, and not individually, as of the
date first stated above.


 





		By:	
	 	 	Name:
	 	 	Title:




 


Credit
and Guaranty Agreement


 



    Exhibit G-2 


     


    

 


EXHIBIT
H


 


[FORM OF]

AFFILIATED LENDER ASSIGNMENT AND ACCEPTANCE


 


This
Affiliated Lender Assignment and Acceptance (this “Affiliated Lender Assignment and Acceptance”) is dated as of
the Effective Date set forth below and is entered into by and between [the][each]1 Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2 Assignee
identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder
are several and not joint.]4 Capitalized terms used but
not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set
forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated
herein by reference and made a part of this Affiliated Lender Assignment and Acceptance as if set forth herein in full.


 


For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated
below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and the other Credit Documents to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective
facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action
and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)]
against any person, whether known or unknown, arising under or in connection with the Credit Agreement, any other Credit Documents or
the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any]
Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”).
Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Affiliated Lender
Assignment and Acceptance, without representation or warranty by [the][any] Assignor.


 





 











	1	For bracketed language here
and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language.
If the assignment is from multiple Assignors, choose the second bracketed language.



 


	2	For bracketed language here
and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language.
If the assignment is to multiple Assignees, choose the second bracketed language.



 


	3	Select as appropriate.



 


	4	Include bracketed language if
there are either multiple Assignors or multiple Assignees.



 




 






    Exhibit H-1 


     


    







 


1.             Assignor[s]:        ______________________________


                                              ______________________________


 


		2.	Assignee[s]:       ______________________________



                              ______________________________


 


		3.	Borrower:
                                                       Lannett Company, Inc.,
                                            a Delaware corporation (the “Borrower”).



 


		4.	Administrative
                                            Agent: ALTER DOMUS (US) LLC, as the administrative agent under the Credit Agreement.



 


		5.	Credit
                                            Agreement:Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021,
                                            among the Borrower, the guarantors party thereto from time to time, Alter Domus (US) LLC,
                                            as administrative agent and collateral agent, and the lenders party thereto from time to
                                            time.



 


6.             Assigned
Interest[s]:


 


	Assignor[s]5	 	Assignee[s]6	 	 	Amount of Assignor’s
    Term Loans	 	 	Amount of Term
    Loans Assigned7	 	 	Percentage of
    Assignor’s Term Loans Assigned8	 	 	Resulting Term
    Loans Amount for Assignor	 	 	Resulting Term
    Loans Amount for Assignee	 
	 	 	 	 	 	 	$	______	 	 	$	______	 	 	 	______	%	 	$	______	 	 	$	______	 
	 	 	 	 	 	 	$	______	 	 	$	______	 	 	 	______	%	 	$	______	 	 	$	______	 
	 	 	 	 	 	 	$	______	 	 	$	______	 	 	 	______	%	 	$	______	 	 	$	______	 



 


Effective
Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER
IN THE REGISTER THEREFOR.]





 





 






5
           List each Assignor, as appropriate.


 


6
           List each Assignee, as appropriate.


 


7
           Subject to $1 million minimum amount requirement pursuant to
Section 10.4(b) of the Credit Agreement.


 


8
           Set forth, to at least 9 decimals, as a percentage of the Term
Loans of all Lenders thereunder.


 


 



Credit
                                            and Guaranty Agreement


 






    Exhibit H-2 


     


    

 


The
terms set forth in this Affiliated Lender Assignment and Acceptance are hereby agreed to:


 


	 	ASSIGNOR
	 	[NAME OF ASSIGNOR]
	 	 
		By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ASSIGNEE
	 	[NAME OF ASSIGNEE]
	 	 	 
		By:	
	 	 	Name:
	 	 	Title:







 



Credit
                                            and Guaranty Agreement


 






    Exhibit H-3 


     


    

 


[Consented to and]1
Accepted:


 


ALTER
DOMUS (US) LLC, as


Administrative
Agent


 


	By:		 
	 	Name:	 
	 	Title:	 




 








[Consented to:]2


 


LANNETT COMPANY,
INC., as Borrower


 


	By:		 




	 	Name:	 







	 	Title:	 




 





 






1            To
the extent required under Section 10.4(b)(i)(B) of the Credit Agreement.


 


2            To
the extent required under Section 10.4(b)(i)(A) of the Credit Agreement.


 



Credit
                                            and Guaranty Agreement


 






    Exhibit H-4 


     


    






 





ANNEX 1 TO AFFILIATED
LENDER

ASSIGNMENT AND ACCEPTANCE


 


Reference
is made to the Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021 (as amended, restated, supplemented or otherwise
modified and in effect from time to time, the “Credit Agreement”), among Lannett Company, Inc. a Delaware corporation
(the “Borrower”), the guarantors party thereto from time to time, Alter Domus (US) LLC, as administrative agent (the
 “Administrative Agent”) and collateral agent (the “Collateral Agent”), and the lenders party thereto
from time to time.


 


STANDARD TERMS AND
CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE


 


1.       Representations
and Warranties. The Administrative Agent may conclusively rely on the representations and warranties of this Section 1 without
the need or obligation to investigate that an Assignee is not a Disqualified Lender.


 


1.1.    Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate
the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Credit Document, (ii) the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Documents or any collateral thereunder, (iii) the financial condition of the Credit
Parties or any other person obligated in respect of any Credit Document or (iv) the performance or observance by the Credit Parties
or any other person of any of their respective obligations under any Credit Document.


 


1.2.    Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it is [not] a Disqualified Lender, (ii) it is a Purchasing Borrower
Party, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance
and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (iv) it meets all of the
other requirements to be an Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 10.4(b)
of the Credit Agreement), (v) this Assignment is being made pursuant to a Dutch Auction open to all Lenders of the applicable Class
on a pro rata basis, (vi) immediately after giving effect to the consummation of the transaction contemplated hereby, no Default
or Event of Default shall exist, (vii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(viii) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest
and either it, or the person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in
acquiring assets of such type, (ix) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity
to receive copies of the most recent financial statements delivered pursuant to Section 5.4 thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance
and to purchase [the][such] Assigned Interest, (x) it has, independently and without reliance upon the Administrative Agent, the
Collateral Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis
and decision to enter into this Assignment and Acceptance and to purchase [the][such] Assigned Interest and (xi) if it is not a
Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by [the][such] Assignee; (b) agrees that (i) it will, independently and without reliance upon the Administrative
Agent, the Collateral Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, (ii) it will be
bound by the provisions of the Credit Documents and (iii) it will perform in accordance with their terms all of the obligations
which by the terms of the Credit Documents are required to be performed by it as a Lender; and (c) hereby affirms that it is not
in possession of any material non-public information.


 


Credit
and Guaranty Agreement


 






    Exhibit H-5


     


    

 


2.       Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued up to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding
the foregoing, the Administrative Agent shall make all payments of PIK Interest, whether accrued before or after the Effective Date,
to [the][the relevant] Assignee.


 


3.       General
Provisions. This Assignment and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be construed in
accordance with and governed by the laws of the State of New York.


 


4.       Fees.
This Assignment and Acceptance shall be delivered to the Administrative Agent with a processing and recordation fee of $3,5001.


 


5.       Administrative
Questionnaire; Lender Information. If the Assignee is not a Lender, annexed hereto as Exhibit A is a completed administrative questionnaire,
any tax forms required to be delivered pursuant to Section 2.17, and all “know your customer” documents requested by the
Administrative Agent and Collateral Agent, in form and substance satisfactory to the Administrative Agent and the Collateral Agent, providing
such information (including, without limitation, credit contact information and wiring instructions) of the Assignee as the Administrative
Agent and the Collateral Agent may reasonably require.


 





 






1       To
be paid by the Assignor or the Assignee.


 


Credit and Guaranty
Agreement


 






    Exhibit H-6


     


    

 


EXHIBIT I


 





[FORM OF]

PLEDGE AND SECURITY AGREEMENT


 


SECOND LIEN PLEDGE
AND SECURITY AGREEMENT,


 


dated as of April
22, 2021,


 


among


 


LANNETT COMPANY,
INC.,


as the Borrower,


 


each Guarantor from
time to time party hereto,


 


and


 


ALTER DOMUS (US)
LLC,

as Administrative Agent and Collateral Agent


 


Credit and
Guaranty Agreement


 






    Exhibit I-1


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	Article
    I.	DEFINITIONS	I-3
	Section
    1.01	Credit Agreement	I-3
	Section
    1.02	Other Defined Terms	I-3
	 	 	 
	Article
    II.	PLEDGE OF SECURITIES	I-7
	Section
    2.01	Pledge	I-7
	Section
    2.02	Delivery of the Pledged Collateral	I-9
	Section
    2.03	Representations and Warranties	I-10
	Section
    2.04	Registration in Nominee Name;
    Denominations	I-11
	Section
    2.05	Voting Rights; Dividends and
    Interest, Etc	I-11
	 	 	 
	Article
    III.	SECURITY INTERESTS IN OTHER PERSONAL PROPERTY	I-13
	Section
    3.01	Security Interest	I-13
	Section
    3.02	Representations and Warranties	I-16
	Section
    3.03	Covenants	I-18
	Section
    3.04	Other Actions	I-20
	Section
    3.05	Covenants Regarding Patent,
    Trademark and Copyright Collateral	I-21
	 	 	 
	Article
    IV.	REMEDIES	I-24
	Section
    4.01	Remedies Upon Default	I-24
	Section
    4.02	Application of Proceeds	I-25
	Section
    4.03	Securities Act, Etc	I-26
	 	 	 
	Article
    V.	MISCELLANEOUS	I-27
	Section
    5.01	Notices	I-27
	Section
    5.02	Security Interest Absolute	I-27
	Section
    5.03	Limitation By Law	I-27
	Section
    5.04	Binding Effect; Several Agreement	I-27
	Section
    5.05	Successors and Assigns	I-27
	Section
    5.06	Administrative Agent’s
    and Collateral Agent’s Fees and Expenses; Indemnification	I-28
	Section
    5.07	Collateral Agent Appointed
    Attorney-in-Fact	I-28
	Section
    5.08	APPLICABLE LAW	I-29
	Section
    5.09	Waivers; Amendment	I-29
	Section
    5.10	WAIVER OF JURY TRIAL	I-29
	Section
    5.11	Severability	I-29
	Section
    5.12	Counterparts	I-30
	Section
    5.13	Headings	I-30
	Section
    5.14	Jurisdiction; Consent to Service
    of Process	I-30
	Section
    5.15	Termination or Release	I-31
	Section
    5.16	Additional Subsidiaries	I-31



 


Credit and Guaranty
Agreement


 






    Exhibit I-i


     


    

 


	Schedules	 
	 	 
	Schedule I	Pledged Equity Securities and
    Pledged Debt Securities
	Schedule II	Intellectual Property
	Schedule III	Filing Jurisdictions
	Schedule IV	Commercial Tort Claims
	Schedule V	Matters Relating to Accounts
    and Inventory
	Schedule VI	Letter of Credit Rights
	Schedule VII	Deposit Accounts
	 	 
	Exhibits	 
	 	 
	Exhibit
    I	    Form
    of Supplement to Security Agreement
	Exhibit
    II	    Form
    of Intellectual Property Security Agreement



 


Credit and Guaranty
Agreement


 






    Exhibit I-ii


     


    

 





SECOND
LIEN PLEDGE AND SECURITY AGREEMENT, dated as of April 22, 2021 (as amended, amended and restated, supplemented, waived or otherwise modified
from time to time, this “Agreement”), among LANNETT COMPANY, INC., a Delaware corporation (as further defined in the
Credit Agreement (as defined below), the “Borrower”), each Guarantor from time to time a party hereto, Alter Domus
(US) LLC, as administrative agent (in such capacity and any successor in such capacity, the “Administrative Agent”)
and Alter Domus (US) LLC, as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”)
for the Secured Parties (as defined below).


 


Reference
is made to the Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021 (as amended, amended and restated, supplemented,
waived or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain subsidiaries
of the Borrower party thereto from time to time as Guarantors, the Lenders party thereto from time to time and Alter Domus (US) LLC,
as Administrative Agent and Collateral Agent.


 


The
Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations
of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each Guarantor
will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and is willing to execute
and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:


 


Article
I.



DEFINITIONS


 


Section
1.01          Credit
Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned
thereto in the Credit Agreement. All capitalized terms defined in the New York UCC (as defined below) and not defined in this Agreement
or the Credit Agreement have the meanings specified in the New York UCC (as of the date hereof).


 


(a)           The
rules of construction specified in Section 1.2 and 1.3 of the Credit Agreement also apply to this Agreement.


 


Section
1.02           Other
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“ABL
Collateral Agreement” shall mean the Pledge and Security Agreement, dated as of December 7, 2020, among the Borrower, the Guarantors
and the ABL Agent for the benefit of the ABL Secured Parties.


 


“ABL
Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.


 


“ABL
Priority Collateral” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.


 


“ABL
Secured Parties” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.


 


Credit
and Guaranty Agreement


 






    Exhibit I-3


     


    

 





“ABL/Term
Loan Intercreditor Agreement” shall mean the Intercreditor Agreement (as amended by the joinder, dated as of April 22, 2021
by the Collateral Agent and by the joinder, dated as of April 22, 2021 by the Cash Flow Agent), dated as of December 7, 2020 among the
ABL Agent and Alter Domus (US) LLC, as administrative agent under that certain Credit and Guaranty Agreement, dated as of November 15,
2015 among the Borrower, certain subsidiaries of the Borrower, the lenders party thereto and Alter Domus (US) LLC as administrative agent
and collateral agent.


 


“Account
Debtor” means each Person who is obligated on an Account.


 


“Additional
Intercreditor Agreement” means any other intercreditor agreement entered into from time to time in accordance with the Credit
Agreement.


 


“Additional
Term Agent” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.


 


“Administrative
Agent” shall have the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Agreement”
shall have the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Article 9 Collateral”
shall have the meaning assigned to such term in Section 3.01(a).


 


“Borrower”
shall have the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Cash
Flow Agent” shall have the meaning assigned to such term in the Cash Flow Intercreditor Agreement.


 


“Cash
Flow Intercreditor Agreement” shall mean the Intercreditor Agreement, dated as of April 22, 2021 among the Collateral Agent
and the Cash Flow Agent.


 


“Collateral”
shall mean, collectively, the Article 9 Collateral and the Pledged Collateral.


 


“Collateral
Agent” shall have the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Control”
shall mean (i) in the case of each Deposit Account, “control,” as such term is defined in Section 9-104 of the New York
UCC, (ii) in the case of any Securities Account, “control,” as such term is defined in Section 8-106 of the New
York UCC, and (iii) in the case of any Commodity Account, “control,” as such term is defined in Section 9-106 of the
New York UCC.


 


“Control
Agreement” shall mean a deposit account control agreement, a securities account control agreement or a commodity account control
agreement, as applicable, which provides the Collateral Agent with Control of any Deposit Account, Security Account or Commodity Account
in form and substance reasonably satisfactory to the Collateral Agent.


 


Credit
and Guaranty Agreement


 






    Exhibit I-4


     


    

 





“Copyright
License” shall mean any written agreement governed by the laws of any state of the United States to which a Credit Party is
a party granting any right to such Credit Party under any United States copyright owned by any third party.


 


“Copyrights”
shall mean all of the following which any Credit Party owns: (a) all copyright rights in any work subject to the copyright laws
of the United States, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration
of any such Copyright in the United States, including registrations, supplemental registrations and pending applications for registration
in the United States Copyright Office and the right to obtain all renewals thereof, including those listed on Schedule II,
(c) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (d) all income, royalties,
damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or
future infringement thereof.


 


“Credit
Agreement” shall have the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Discharge
of ABL Obligations” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.


 


“Discharge
of Senior Priority Obligations” shall have the meaning assigned to such term in the Cash Flow Intercreditor Agreement.


 


“Excluded
Accounts” shall have the meaning assigned to such term in Section 3.01(a).


 


“Excluded
Assets” shall have the meaning assigned to such term in Section 3.01(a).


 


“Excluded
Equity Interest” shall have the meaning assigned to such term in Section 2.01(a)(I).


 


“Excluded
Instruments” shall have the meaning assigned to such term in Section 2.01(b).


 


“Federal
District Court” shall have the meaning assigned to such term in Section 5.14(a).


 


“Federal
Securities Laws” shall have the meaning assigned to such term in Section 4.03.


 


“Intellectual
Property” shall mean all United States intellectual property of every kind which any Credit Party owns any right, title or
interest, including inventions, designs, Patents, Copyrights, Trademarks, Trade Secrets, domain names and IP Agreements.


 


“Intellectual
Property Collateral” shall have the meaning assigned to such term in Section 3.02(h).


 


“Intellectual
Property Security Agreement” shall mean a security agreement substantially in the form set forth in Exhibit II, with any changes
as may be reasonably acceptable to the Borrower and the Collateral Agent.


 


Credit
and Guaranty Agreement


 






    Exhibit I-5


     


    

 





“Intercreditor
Agreements” shall mean the ABL/Term Loan Intercreditor Agreement, the Cash Flow Intercreditor Agreement and any Additional
Intercreditor Agreement.


 


“IP
Agreements” shall mean all Copyright Licenses, Patent Licenses and Trademark Licenses and all other written agreements governed
by the laws of any state of the United States to which a Credit Party is a party granting any right to such Credit Party under any United
States copyrights, patents, trademarks or names owned by any third party.


 


“Junior
Priority Agent” shall have the meaning assigned to such term in the Cash Flow Intercreditor Agreement.


 


“New
York Courts” shall have the meaning assigned to such term in Section 5.14(a).


 


“New
York Supreme Court” shall have the meaning assigned to such term in Section 5.14(a).


 


“New
York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided that
if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or the priority of the Security
Interests in any portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction in the United States
other than New York, “New York UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdictions
for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.


 


“Patent
License” shall mean any written agreement governed by the laws of any state of the United States to which a Credit Party is
a party granting to such Credit Party any right to make, use or sell any invention covered by a United States patent owned by any third
party (including, without limitation, any such rights that such Credit Party has the right to license) and all rights of any Credit Party
under any such agreement.


 


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


 


“Pledged
Collateral” shall mean the Pledged Debt Securities and the Pledged Equity Securities.


 


“Pledged
Debt Securities” shall have the meaning assigned to such term in Section 2.01(b).


 


“Pledged
Equity Securities” shall have the meaning assigned to such term in Section 2.01(a).


 


“Security
Interest” shall have the meaning assigned to such term in Section 3.01(a).


 


Credit
and Guaranty Agreement


 






    Exhibit I-6


     


    

 





“Senior
Priority Representative” shall have the meaning assigned to such term in the Cash Flow Intercreditor Agreement.


 


“Term
Loan Priority Collateral” shall have the meaning assigned to such term in the ABL/Term Loan Intercreditor Agreement.


 


“Trademark
License” shall mean any written agreement governed by the laws of any state of the United States, now or hereafter in effect,
to which a Credit Party is a party granting to such Credit Party any right to use any United States trademark or name owned by any third
party (including, without limitation, any such rights that such Credit Party has the right to license).


 


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


 


“Trade
Secrets” shall mean all United States trade secrets and all other confidential or proprietary technical and business information
and know-how governed by the laws of any state of the United States.


 


Article
II.



PLEDGE OF SECURITIES


 


Section
2.01          Pledge.
As security for the payment or performance when due (whether at stated maturity, by acceleration or otherwise), as the case may be, in
full of its Obligations, each Credit Party hereby pledges to the Collateral Agent for the benefit of the Secured Parties, and hereby
grants to the Collateral Agent for the benefit of the Secured Parties, a security interest in all of such Credit Party’s right,
title and interest in, to and under:


 


(a)           (i) the
Equity Interests directly owned by it (including, as of the Closing Date, those Equity Interests listed on Schedule I) and
(ii) any other directly owned Equity Interests obtained in the future by such Credit Party and, in each case, the certificates,
if any, representing all such Equity Interests (the foregoing clauses (a)(i) and (ii), collectively, the “Pledged Equity
Securities”); provided that the Pledged Equity Securities shall not include:


 





(A)           [Reserved];


 


Credit
and Guaranty Agreement


 






    Exhibit I-7


     


    

 


(B)            more
than 65% of the issued and outstanding Equity Interests of “Darmantest Laboratories” Limited Liability Company,


 


(C)            to
the extent applicable law requires that a subsidiary of such Credit Party issue directors’ qualifying shares, nominee shares or
similar shares which are required by law to be held by persons other than such Credit Party, such qualifying shares, nominee shares or
similar shares held by persons other than such Credit Party,


 


(D)            [Reserved],


 


(E)             any
Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any
applicable law, including any requirement to obtain consent or approval of any Governmental Authority (other than to the extent such
prohibition would be rendered ineffective pursuant to applicable anti-assignment provisions of the New York UCC or any other applicable
law); provided that such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases
to be in effect to the extent such Equity Interest is an Excluded Equity Interest as a result of such prohibition,


 


(F)            any
Equity Interests if, to the extent and for so long as the pledge of such Equity Interests hereunder would result in material adverse
tax consequences to the Borrower and its subsidiaries (taken as whole) as reasonably determined by the Borrower,


 


(G)            any
Margin Stock,


 


(H)            any
Equity Interests in captive insurance subsidiaries, special purpose entities identified in writing at any time by the Borrower to the
Administrative Agent and not-for-profit subsidiaries, and


 


(I)              any
Equity Interests that the Borrower and the Requisite Lenders (as defined in the Credit Agreement) shall have agreed in writing to treat
as Excluded Equity Interests for purposes hereof on account of the cost, difficulty, burden or consequences of pledging such Equity Interests
hereunder being excessive in relation to the practical benefit to the Secured Parties of the security to be afforded thereby (any Equity
Interests excluded pursuant to any of clauses (A) through (I) above, an “Excluded Equity Interest”),


 


(b)           (i) promissory
notes and any instruments evidencing Indebtedness for borrowed money owed to it as of the Closing Date (including, as of the Closing
Date, those listed opposite the name of such Credit Party on Schedule I) and (ii) any promissory notes and any instruments
evidencing Indebtedness for borrowed money in the future issued to such Credit Party (the foregoing clauses (b)(i) and (b)(ii) collectively,
the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include promissory notes
and instruments evidencing Indebtedness for borrowed money (A) having an aggregate principal amount not in excess of $5,000,000,
(B) [reserved], or (C) to the extent the pledge of such promissory note or instrument would violate applicable law (after giving
effect to any applicable anti-assignment provisions of the New York UCC or any other applicable law); provided that such promissory
note or instrument shall cease to be Excluded Instruments at such time as such prohibition ceases to be in effect to the extent such
promissory note or instrument is an Excluded Instrument as a result of such prohibition, the “Excluded Instruments”),


 


Credit and Guaranty
Agreement


 






    Exhibit I-8


     


    

 


(c)           subject
to Section 2.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received
in respect of, the Pledged Collateral (except to the extent otherwise excluded from the Collateral pursuant to this Agreement),


 


(d)           subject
to Section 2.05 hereof, all rights and privileges of such Credit Party with respect to the securities and other property referred
to in clauses (a), (b) and (c) above, and


 


(e)           all
proceeds of any of the foregoing.


 


Section
2.02          Delivery
of the Pledged Collateral. (a) Subject to the terms of the Cash Flow Intercreditor Agreement, each Credit Party agrees promptly
to (but in any event, within sixty (60) days of the receipt by such Credit Party thereof or at any time as required by the Cash Flow
Intercreditor Agreement) deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all
Pledged Collateral (or, in the case of Pledged Collateral issued by Foreign Subsidiaries, if necessary under any applicable law, to carry
out all necessary and reasonable formalities and actions for the dispossession and pledge thereof for the benefit of the Collateral Agent);
provided that Pledged Debt Securities shall be required to be delivered only to the extent described in paragraph (b) of
this Section 2.02.


 


(b)           Each
Credit Party will cause any Pledged Debt Security (excluding, for the avoidance of doubt, any Excluded Instruments) in its possession
and owed to it to be delivered to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms hereof.


 


(c)           Subject
to the terms of the Cash Flow Intercreditor Agreement, upon delivery to the Collateral Agent, (i) any Pledged Collateral required
to be delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 2.02 shall be accompanied by stock powers
or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent
and by such other instruments and documents as the Collateral Agent may reasonably request and (ii) all other property composing
part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be accompanied to the extent necessary to perfect
the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable
Credit Party and such other instruments or documents as the Collateral Agent may reasonably request, in each case, subject to the Collateral
and Guarantee Requirement. Each delivery of Pledged Collateral shall be accompanied by a supplement to Schedule I hereto
describing such Pledged Collateral, which supplement shall be attached hereto as a supplement to Schedule I (such supplement
may take the form of an amendment and restatement to Schedule I hereto) and made a part hereof; provided that failure
to attach any such schedule or supplement hereto shall not affect the validity of such pledge of such Pledged Collateral. Each schedule
so delivered shall supplement any prior schedules so delivered.


 


(d)           Notwithstanding
the foregoing, prior to the Discharge of Senior Priority Obligations, the requirements of this Section 2.02 to deliver any Pledged
Collateral to the Collateral Agent shall be deemed satisfied by delivery of such Pledged Collateral to the Senior Priority Representative.


 


Credit
and Guaranty Agreement


 






    Exhibit I-9


     


    

 


Section
2.03          Representations,
Warranties and Covenants. Each Credit Party represents, warrants and covenants to the Collateral Agent, for the benefit of the
Secured Parties, that:


 


(a)           Schedule I
correctly sets forth the percentage of the issued and outstanding shares of each class of the Equity Interests of the issuer thereof
(other than Excluded Equity Interests) owned by such Credit Party as of the Closing Date and all promissory notes or instruments evidencing
Indebtedness for borrowed money (other than Excluded Instruments) owned by such Credit Party on the Closing Date;


 


(b)           (i) The
Pledged Collateral has, in each case, been duly and validly authorized and issued by the issuers thereof, (ii) the Pledged Equity
Securities are fully paid and nonassessable and (iii) the Pledged Debt Securities are legal, valid and binding obligations of the
issuers thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding at
law or in equity) and an implied covenant of good faith and fair dealing; provided, that with respect to any Pledged Debt Securities
or Pledged Equity Securities issued by a Person other than the Borrower or any subsidiary thereof, the foregoing representations are
made to the knowledge of the Credit Parties;


 


(c)           such
Credit Party (i) is the beneficial owner of the Pledged Collateral indicated on Schedule I as owned by such Credit Party,
(ii) holds the same free and clear of all Liens, other than the security interests granted hereunder and other than Permitted Liens
and (iii) has made no assignment, pledge, hypothecation or transfer of, or created or permitted to exist any security interest in
or other Lien on, the Pledged Collateral, other than pursuant to the transactions contemplated hereby and other transactions permitted
by the Credit Agreement and other than Liens granted hereunder and other than Permitted Liens;


 


(d)           other
than as permitted in the Credit Agreement, and except for restrictions and limitations imposed by the Credit Documents or under applicable
law generally or otherwise permitted to exist pursuant to the terms of the Credit Agreement, the Pledged Equity Securities are freely
transferable and assignable, and none of the Pledged Equity Securities is subject to any option, right of first refusal, shareholders
agreement, charter or by-law provisions or contractual restriction of any nature that prohibits the pledge of such Pledged Equity Securities
hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;


 


(e)           other
than as set forth in the Credit Agreement or the schedules thereto, no consent or approval of any Governmental Authority, any securities
exchange or any other person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained
and are in full force and effect), except for any such consent or approval with respect to which the failure to be obtained would not
reasonably be expected to have a Material Adverse Effect; and


 


(f)            as
of the Closing Date, the Credit Parties have caused certificates in respect of all of the Pledged Equity Securities to be delivered to
the Collateral Agent pursuant to Section 2.02.


 


Credit
and Guaranty Agreement


 






    Exhibit I-10


     


    

 


Section
2.04          Registration
in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute
discretion) to hold the Pledged Collateral in the name of the applicable Credit Party, endorsed or assigned in blank or in favor of the
Collateral Agent or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee
(as pledgee or as sub-agent). If an Event of Default shall have occurred and be continuing, each Credit Party will promptly give to the
Collateral Agent copies of any notices or other communications received by it with respect to Pledged Collateral registered in the name
of such Credit Party. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to exchange
the certificates representing Pledged Collateral for certificates of smaller or larger denominations for any purpose consistent with
this Agreement. Each Credit Party shall each use its commercially reasonable efforts to cause any person that is not a party to this
Agreement to comply with a request by the Collateral Agent, pursuant to this Section 2.04, to exchange certificates representing
Pledged Collateral of such Credit Party for certificates of smaller or larger denominations.


 


Section
2.05          Voting
Rights; Dividends and Interest, Etc. (a) Unless and until an Event of Default shall have occurred and be continuing, and after
the Collateral Agent shall have given written notice (provided that with respect to any Event of Default pursuant to Section 8.1(g)
or (h) of the Credit Agreement, such notice shall have automatically, and without further action, been deemed to have been delivered)
to the Borrower of the Collateral Agent’s intention to exercise its rights hereunder:


 


(i)              Each
Credit Party shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged
Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Credit
Documents; provided that, except as permitted under the Credit Agreement, such rights and powers shall not be exercised in any
manner that could materially and adversely affect the rights inuring to a holder of any Pledged Collateral, the rights and remedies of
the Collateral Agent or any of the other Secured Parties under this Agreement, the Credit Agreement or any other Credit Document or the
ability of the Secured Parties to exercise the same.


 


(ii)             The
Collateral Agent shall promptly execute and deliver to each Credit Party, or cause to be executed and delivered to such Credit Party,
all such proxies, powers of attorney and other instruments as such Credit Party may reasonably request for the purpose of enabling such
Credit Party to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.


 


(iii)            Each
Credit Party shall be entitled to receive and retain any and all dividends, interest, principal and other distributions or payments paid
on or distributed in respect of the Pledged Equity Interests to the extent and only to the extent that such dividends, interest, principal
and other distributions or payments are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions
of the Credit Agreement, the other Credit Documents and applicable laws; provided that (A) any non-cash dividends, interest,
principal or other non-cash distributions, payments or other consideration in respect thereof, including any rights to receive the same
to the extent not so distributed or paid, that would constitute Pledged Equity Interests, whether resulting from a subdivision, combination
or reclassification of the outstanding Equity Interests of the issuer of any Pledged Equity Interests, received in exchange for Pledged
Equity Interests or any part thereof, or in redemption thereof, as a result of any merger, consolidation, acquisition or other exchange
of assets to which such issuer may be a party or otherwise and (B) any non-cash dividends and other non-cash distributions or
payments paid or payable in respect of any Pledged Equity Interests that would constitute Pledged Equity Interests in connection with
a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid in surplus, shall
be and become part of the Pledged Equity Interests, as applicable, and, if received by any Credit Party, shall not be commingled by such
Credit Party with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit
of the Collateral Agent, for the benefit of the Secured Parties, and shall be promptly delivered to the Collateral Agent, for the benefit
of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral Agent).


 


Credit and
Guaranty Agreement


 






    Exhibit I-11


     


    

 


(b)           Upon
the occurrence and during the continuance of an Event of Default, and after the Collateral Agent shall have given written notice (provided
that with respect to any Event of Default pursuant to Section 8.1(g) or (h) of the Credit Agreement, such notice shall be deemed
to have been delivered automatically and without further action) to the Borrower of the Collateral Agent’s intention to exercise
its rights hereunder, all rights of any Credit Party to dividends, interest, principal or other distributions or payments that such Credit
Party is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon
become vested, for the benefit of the Secured Parties, in the Collateral Agent which shall have the sole and exclusive right and authority
to receive and retain such dividends, interest, principal or other distributions or payments. All dividends, interest, principal or other
distributions or payments received by any Credit Party contrary to the provisions of this Section 2.05 shall not be commingled by
such Credit Party with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for
the benefit of the Collateral Agent, for the benefit of the Secured Parties, and shall be promptly delivered to the Collateral Agent,
for the benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral
Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph
(b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money
or other property and shall be applied in accordance with the provisions of Section 4.02 hereof. After all Events of Default have
been cured or waived, the Collateral Agent shall promptly repay to each Credit Party, without interest, all dividends, interest, principal
or other distributions or payments that such Credit Party would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of
this Section 2.05 and that remain in such account.


 


(c)           Upon
the occurrence and during the continuance of an Event of Default, and after the Collateral Agent shall have given written notice (provided
that with respect to any Event of Default pursuant to Section 8.1(g) or (h) of the Credit Agreement, such notice shall be deemed
to have been delivered automatically and without further action) to the Borrower of the Collateral Agent’s intention to exercise
its rights hereunder, all rights of any Credit Party to exercise the voting and/or consensual rights and powers it is entitled to exercise
pursuant to paragraph (a)(i) of this Section 2.05, and the obligations of the Collateral Agent under paragraph (a)(ii) of
this Section 2.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the
Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers;
provided that, unless otherwise directed by the Requisite Lenders, the Collateral Agent shall have the right from time to time
following the occurrence and during the continuance of an Event of Default to permit the Credit Parties to exercise such rights. After
all Events of Default have been cured or waived, each Credit Party shall have the right to exercise the voting and/or consensual rights
and powers that such Credit Party would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above.


 


Section
2.06           Delivery
and Registration of Collateral. Notwithstanding anything herein to the contrary, prior to the Discharge of Senior Priority Obligations,
the requirements of this Agreement to deliver Collateral to the Collateral Agent or register the Collateral Agent as the registered owner
of any Collateral shall be deemed satisfied by delivery of such Collateral to, or the registration of such Collateral in the name of,
the Senior Priority Representative.


 


Credit
and Guaranty Agreement


 






    Exhibit I-12


     


    

 



 


Article
III.


 


SECURITY
INTERESTS IN OTHER PERSONAL PROPERTY


 


Section
3.01       Security Interest. (a) As
security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be,
in full of the Obligations of the Credit Parties, each Credit Party hereby pledges to the Collateral Agent, for the benefit of the Secured
Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a security interest (the “Security
Interest”) in all right, title and interest in, to and under any and all of the following assets and properties (wherever located)
now owned or at any time hereafter acquired by such Credit Party or in which such Credit Party now has or at any time in the future may
acquire any right, title or interest (collectively, the “Article 9 Collateral”):


 


(i)        
all Accounts;


 


(ii)       
all Chattel Paper;


 


(iii)      
all cash, cash equivalents and Deposit Accounts;


 


(iv)      
all Documents;


 


(v)       
all Equipment;


 


(vi)      
all Goods;


 


(vii)     
all General Intangibles;


 


(viii)    
all Instruments (including the Pledged Debt Securities);


 


(ix)      
all Inventory;


 


(x)       
all Investment Property (including the Pledged Equity Interests);


 


(xi)      
all Letters of Credit and Letter of Credit Rights;


 


(xii)     
all Intellectual Property;


 


(xiii)    
all Commercial Tort Claims, including, without limitation, those described on Schedule IV hereto;


 


(xiv)    
(1) Securities Accounts, (2) Investment Property credited to Securities Accounts or Deposit Accounts from time to time
and all Security Entitlements in respect thereof, (3) all cash held in any Securities Account or Deposit Account and (4) all
other money in the possession of the Collateral Agent;


 


(xv)     
all books and Records pertaining to the Article 9 Collateral; and


 


(xvi)   
 all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees
given by any person with respect to any of the foregoing.


 


Credit
and Guaranty Agreement


 






    Exhibit I -13 


     


    

 


Notwithstanding
anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in (a) any motor
vehicle, aircraft, airframe, rolling stock and other assets subject to a certificate of title or ownership, whether now owned or hereafter
acquired, (b) any Excluded Equity Interests, (c) any Letter of Credit Rights relating to any letter of credit with a face amount
not in excess of $5,000,000, except to the extent constituting a support obligation for other Collateral as to which perfection of a
security interest therein can be perfected by the filing of any financing statement under the Uniform Commercial Code (or similar filing
in any applicable jurisdiction), and to the extent the applicable Credit Party is not required by applicable law to apply the proceeds
of a drawing of such letter of credit for a specified purpose, (d) any Credit Party’s right, title or interest in any lease,
license or agreement or any property subject to a purchase money security interest, Financing Lease Obligation or similar arrangements
to which such Credit Party is a party or any of its right, title or interest thereunder, the property subject thereto, any insurance
in respect thereof, any management or operating agreement with respect thereto and deposits made in respect thereof and all rights, title
or interest in relation to any of the foregoing, in each case, to the extent that such a grant would, under the terms of such lease,
license or agreement, purchase money, financing lease or similar arrangement result in a breach of the terms of, or constitute a default
under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the
consent of any other party (in each case, other than a Credit Party) to, such lease, license or agreement, (e) (i) all owned real
property interests with a fair market value (as reasonably determined by the Borrower in good faith) equal to or less than $7,500,000;
and (ii) all leasehold interests (it is understood that there shall be no requirement to obtain landlord waivers, estoppels or collateral
access agreements or acknowledgements, bailee waivers and similar letters), (f)(i) payroll, healthcare and other employee wage and
benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts, (iii) escrow, defeasance, discharge
and redemption accounts, (iv) fiduciary or other trust accounts, and, in the case of clauses (i) through (iv), the funds or
other property held in or maintained in such account, (v) zero-balance accounts, (vi) accounts in jurisdictions other than in the jurisdiction
of organization of the applicable granting Credit Party, the United States or any state thereof, and (vii) accounts other than those
described in the preceding clauses with respect to which the average daily balance of the funds maintained on deposit therein does not
exceed $1,000,000 in the aggregate (such accounts in this clause (f) being the “Excluded Accounts”) (g) any Commercial
Tort Claim with an expected value not in excess of $1,000,000, as determined in good faith by the Borrower, (h) the Borrower’s
or its subsidiaries’ rights in relation to aircraft and airframes, including rights under any lease, sublease, charter, management,
operating, crew, service, repair, maintenance, storage or other agreement relating to the aircraft, rights in the aircraft and any parts,
accessions and accessories thereto, rights under insurance policies and security deposits and rights in income derived from and proceeds
of any of the foregoing, in the ordinary course, (i) assets if the granting of a security interest therein would result in material adverse
tax consequences to any Credit Party as reasonably determined by the Borrower, (j) those assets as to which the Requisite Lenders
and the Borrower reasonably determine in good faith that any of the cost, burden or consequences (including adverse tax consequences)
of obtaining or perfecting such a security interest in such assets is excessive in relation to the practical benefit to the Secured Parties
of the security to be afforded thereby, (k) foreign intellectual property, (l) any United States “intent to use” trademark
application or intent-to-use service mark application filed pursuant to Section 1(b) of the Lanham Act, to the extent and during
the period that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or
result in the cancellation of the applicable Credit Party’s right, title or interest therein or any trademark or service mark registration
that issues as a result of such application under applicable federal law (including prior to the filing and acceptance of a “Statement
of Use” or “Amendment to Allege Use” with respect thereto), after which period such application shall be automatically
subject to the security interest granted herein and deemed to be included in the Collateral, (m) intellectual property specifically requiring
a filing in a jurisdiction outside of the United States, (n) any assets (including interests in partnerships, joint ventures and other
non-wholly owned entities) in respect of which and to the extent that pledges and security interests are prohibited by law or prohibited
by agreements containing anti-assignment clauses not overridden by the New York UCC or other applicable law, (o) any assets and
proceeds thereof subject to a Financing Lease Obligation or a purchase money lien permitted by clause 13 of the definition of “Permitted
Liens” in the Credit Agreement to the extent such a grant would violate or invalidate the documents providing for such Financing
Lease Obligation or purchase money lien and (p) prior to the Discharge of ABL Obligations, any property that would otherwise constitute
ABL Priority Collateral but is an Excluded Asset (as such term is defined in the ABL Collateral Agreement); provided that clauses
(b), (d), (k) or (n) shall not include (x) items to the extent the prohibition or restriction on the assignment or pledge thereof
hereunder is ineffective under Section 9-406, 9-407, 9-408, or 9-409 of the UCC, any other applicable anti-assignment provisions of the
UCC or other applicable law (including without limitation Title 11 of the United States Code) or (y) proceeds from the sale, license,
lease or other disposition and receivables of the assets referred to in such clause (including Accounts and other monies due or to become
due under or in connection therewith), the assignment of which is expressly deemed effective under Section 9-406, 9-407, 9-408, or 9-409
of the UCC, any other applicable anti-assignment provisions of the UCC or other applicable law notwithstanding such prohibition (the
assets described in clauses (a) through (p) above, subject to the foregoing proviso, collectively, the “Excluded Assets”);
provided that such exclusions shall not de facto apply to the proceeds of any of the property referred to in the foregoing clauses
(d), (k) and (n) of this Section 3.01 or in clauses (A) to and including (I) of Section 2.01(a).


 



Credit
                                            and Guaranty Agreement


 



    Exhibit I -14 


     


    

 


(b)       
Each Credit Party hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any financing statements (including fixture filings) with respect to the Article 9 Collateral (including Article 9 Collateral
consisting of Pledged Collateral) or any part thereof and amendments thereto that contain the information required by Article 9 of
the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) whether
such Credit Party is an organization, the type of organization and any organizational identification number issued to such Credit Party,
(ii) in the case of a financing statement filed as a fixture filing in a Uniform Commercial Code filing office, a sufficient description
of the property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property
in any other manner as the Collateral Agent may reasonably determine is necessary to ensure the perfection of the Security Interest in
the Article 9 Collateral granted under this Agreement, including describing such property as “all assets”, “all
assets whether now owned or hereafter acquired”, or words of similar effect. Each Credit Party agrees to provide such information
to the Collateral Agent promptly upon request.


 


The
Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or
any successor office) such documents as may be reasonably necessary for the purpose of reflecting the Security Interest granted by each
Credit Party, and naming any Credit Party or the Credit Parties as debtors and the Collateral Agent as secured party. Notwithstanding
anything to the contrary herein, no Credit Party shall be required to take any action under the laws of any jurisdiction other than the
United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the Security Interest
in any Article 9 Collateral of such Credit Party constituting Intellectual Property.


 


Credit
and Guaranty Agreement


 






    Exhibit I -15 


     


    

 


(c)        
 The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or
in any way alter or modify, any obligation or liability of any Credit Party with respect to or arising out of the Collateral.


 


(d)         
Notwithstanding anything to the contrary in this Agreement or the Credit Agreement, (i)  no perfection steps shall be required
by any means other than (A) filings pursuant to the Uniform Commercial Code in the office of the Secretary of State (or equivalent
filing office) of the relevant State(s) of the respective jurisdictions of organization of each Credit Party, (B) filings in the
United States Patent and Trademark Office and the United States Copyright Office of the Intellectual Property Security Agreement, (C) delivery
of Collateral consisting of promissory notes and instruments evidencing Indebtedness for borrowed money; provided that such delivery
shall not be required with respect to (1) promissory notes and instruments evidencing Indebtedness for borrowed money having an
aggregate principal amount not in excess of $5,000,000, (2) any promissory notes and instruments evidencing Indebtedness for borrowed
money that are promptly deposited into an investment or securities account, (3) checks received in the ordinary course of business
and (4) promissory notes and instruments evidencing Indebtedness issued in connection with the extension of trade credit by the
grantor of a security interest, (D) delivery of Collateral consisting of certificated Equity Interests included in the Collateral
to the Collateral Agent, Term Loan Agent, Term Loan Representative or any Additional Term Agent, as applicable, in accordance with the
ABL/Term Loan Intercreditor Agreement, (E) recording of mortgages with respect to all owned real property interests with a fair
market value Fair Market Value greater than $7,500,000 and (E) other actions expressly required by this Agreement or the Credit Agreement
or as set forth in any local law security agreement; (ii) no actions shall be required in order to create any security interest
in assets located or titled outside of the United States or make enforceable any such security interest; (iii) no security shall
be taken or perfected over movable plant and equipment to the extent requiring any labeling or segregation of such plant or equipment;
(iv) no security shall be taken or perfected over any stock in trade to the extent this would require any item-specific or periodic
listing of stock in trade or any segregation thereof; (v) no Control Agreement shall be required to be executed and delivered with respect
to any Excluded Account; (vi) no notice shall be required to be delivered to Account Debtors or other contractual third parties prior
to the occurrence and during the continuance of an Event of Default; and (vii) no action in addition to the filings contemplated under
clause (i) above shall be required to perfect the Security Interest in any Commercial Tort Claim or Letter of Credit Right included in
the Collateral.


 


Section
3.02         Representations
and Warranties. Each Credit Party represents and warrants to the Collateral Agent, for itself and for the benefit of the Secured
Parties, that:


 


(a)        
Such Credit Party has good and valid legal title to, or valid written license, leasehold interest, easement or other limited property
interest in, as applicable, the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder,
except where the failure to have such title, interest or easement would not reasonably be expected to have a Material Adverse Effect.
Such Credit Party has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral
pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent
or approval of any other person other than (x) any consent or approval that has been obtained and is in full force and effect or has
otherwise been disclosed herein or in the Credit Agreement or (y) any consent or approval with respect to which the failure to be obtained
would not reasonably be expected to have a Material Adverse Effect.


 


(b)        
The Uniform Commercial Code financing statements containing a description of the Article 9 Collateral that have been
prepared by the Collateral Agent for filing in the office specified in Schedule III and attached as Annex I to Schedule III
constitute all the filings, recordings and registrations (except with respect to Intellectual Property) that are, as of the Closing
Date, necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor
of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which a security
interest may be perfected by filing financing statements.


 


Credit and Guaranty
Agreement


 






    Exhibit I -16 


     


    

 


(c)       
A fully executed Intellectual Property Security Agreement containing a description of all Article 9 Collateral consisting
of United States Patents (and Patents for which United States applications are pending), United States registered Trademarks (and Trademarks
for which United States registration applications are pending) and United States registered Copyrights (and Copyrights for which United
States registration applications are pending) will have been delivered as of the Closing Date to the Collateral Agent for recording with
the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261, 15 U.S.C. §
1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, for the purpose of establishing a legal, valid and perfected
security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in respect of all Article 9 Collateral
consisting of such Intellectual Property in which a security interest may be perfected by recording with the United States Patent and
Trademark Office and the United States Copyright Office.


 


(d)      
The Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing
the payment and performance of the Obligations, (ii) subject to the filings described in Section 3.02(b), a perfected security
interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing
statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant
to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) a security interest that shall be perfected
in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of the Intellectual
Property Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.
The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral other than (i) Permitted
Liens having priority either by operation of applicable law or (ii) Permitted Liens which are subject to an Intercreditor Agreement.


 


(e)        
The Credit Parties own the Article 9 Collateral (or, to each Credit Party’s knowledge, in the case of licenses
in respect of Intellectual Property, own the right to use such licenses), free and clear of any Lien, other than Permitted Liens.


 


(f)        
Except as indicated on Schedule IV, none of the Credit Parties holds any Commercial Tort Claim with a value estimated
in good faith by the Borrower to be in excess of $5,000,000 as of the Closing Date.


 


(g)        
Except as set forth in Schedule V, as of the Closing Date, all Accounts have been originated by the Credit Parties
and all Inventory has been produced or acquired by the Credit Parties in the ordinary course of business.


 


(h)       
As to itself and its Article 9 Collateral consisting of Intellectual Property owned by such Credit Party (the “Intellectual
Property Collateral”), to each Credit Party’s actual knowledge:


 


(i)         
Schedule II sets forth the Intellectual Property Collateral consisting of the Patents that are issued or the subject
of a pending application and the Trademarks and Copyrights that are registered or the subject of a pending application, in each case,
in the United States Patent and Trademark Office or United States Copyright Office, and, in each case, owned by such Credit Party as
of the date hereof.


 


Credit and
Guaranty Agreement


 






    Exhibit I -17 


     


    

 


(ii)        
The Patents, Trademarks and Copyrights in such Intellectual Property Collateral are subsisting and, solely with respect to the
issued Patents and registered Trademarks and registered Copyrights included therein, have not been adjudged invalid or unenforceable
in whole or part (except for office actions issued in the ordinary course by the United States Patent and Trademark Office), and are
valid and enforceable, in each case except as would not reasonably be expected to have a Material Adverse Effect. Such Credit Party does
not have knowledge of any uses of any item of Intellectual Property Collateral that would be expected to lead to such item becoming invalid
or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.


 


(iii)       
Such Credit Party has made or performed in the ordinary course of such Credit Party’s business, all acts, including without
limitation filings, recordings and payment of fees and taxes, required to maintain and protect its interest in each and every Patent,
Trademark and Copyright set forth on Schedule II in full force and effect and such Credit Party has used proper statutory
notice in connection with its use of each Patent, Trademark and Copyright in such Intellectual Property Collateral, in each case, except
to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.


 


(iv)      
With respect to each IP Agreement the absence, termination or violation of which would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect: each such IP Agreement is subsisting, valid and enforceable against the counterparty and
is in full force and effect subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance
or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.


 


(v)       
Except as would not reasonably be expected to have a Material Adverse Effect, no Credit Party or Patent, Trademark, Copyright
or Trade Secret in the Intellectual Property Collateral is subject to any outstanding consent, settlement, decree, order, injunction,
judgment or ruling restricting the use of such Patent, Trademark, Copyright or Trade Secret by any Credit Party or that would impair
the validity or enforceability of such Patent, Trademark, Copyright or Trade Secret.


 


(i)          
[Reserved].


 


(j)         
As of the Closing Date, such Credit Party is not a beneficiary or assignee under any letter of credit with a face amount in excess
of $5,000,000, other than the letters of credit described in Schedule VI hereto and additional letters of credit as to which such
Credit Party has complied with the requirements of Section 3.04(d).


 


Section
3.03        Covenants(a). (a) Each
Credit Party agrees to provide written notice to the Collateral Agent within 30 days after any change in (i) its corporate or organization
name, (ii) its identity or type of organization or corporate structure or (iii) its organizational identification number (or
equivalent). Each Credit Party agrees promptly to provide the Collateral Agent with certified organizational documents reflecting any
of the changes described in the immediately preceding sentence. Each Credit Party agrees not to effect or permit any change referred
to in the first sentence of this paragraph unless all filings have been made, or will have been made within any applicable statutory
period, that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and
perfected security interest in all Collateral with the priority required under the Credit Documents for the benefit of the applicable
Secured Parties.


 


Credit and Guaranty
Agreement


 






    Exhibit I -18 


     


    

 


(b)         
Each Credit Party agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments
and documents and take all such further actions as the Collateral Agent may from time to time reasonably request to preserve, protect
and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in
connection with the execution and delivery of this Agreement and the granting of the Security Interest and the filing of any financing
statements (including fixture filings) or other documents in connection herewith or therewith. If any and all amounts payable under or
in connection with any of the Article 9 Collateral (other than amounts that in the aggregate for such Credit Party do not exceed
$5,000,000) shall be or become evidenced by any promissory note or other instrument evidencing Indebtedness for borrowed money, then,
such note or instrument shall be promptly pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly
endorsed in a manner reasonably satisfactory to the Collateral Agent.


 


(c)        
After the occurrence of an Event of Default and during the continuance thereof, the Collateral Agent shall have the right to verify
under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to,
the Article 9 Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third
person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such
a verification. The Collateral Agent shall have the right to share any information it gains from such inspection or verification with
any Secured Party, subject to the confidentiality restrictions set forth in Section 10.16 of the Credit Agreement.


 


(d)        
At its option after the occurrence of an Event of Default and during the continuance thereof, the Collateral Agent may discharge
past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral
and not constituting a Permitted Lien, and may pay for the maintenance and preservation of the Article 9 Collateral to the
extent any Credit Party fails to do so as required by the Credit Agreement or this Agreement, and each Credit Party jointly and severally
agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the
foregoing authorization; provided, however, that nothing in this Section 3.03(d) shall be interpreted as excusing
any Credit Party from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform,
any covenants or other promises of any Credit Party with respect to taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Credit Documents.


 


(e)         
Each Credit Party (rather than the Collateral Agent or any Secured Party) shall remain liable for the observance and performance
of all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the
Article 9 Collateral.


 


(f)         
Each Credit Party irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees, agents or sub-agents
designated by the Collateral Agent) as such Credit Party’s true and lawful agent (and attorney-in-fact) for the purpose, after
the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Article 9 Collateral
under policies of insurance, endorsing the name of such Credit Party on any check, draft, instrument or other item of payment for the
proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. In the event that any Credit
Party at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement, the
Collateral Agent may, after the occurrence and during the continuation of an Event of Default, without waiving or releasing any obligation
or liability of the Credit Parties hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of insurance
(including by paying premiums with respect thereto) and take any other actions with respect thereto as the Collateral Agent reasonably
deems advisable. All sums disbursed by the Collateral Agent in connection with this Section 3.03(f), including attorneys’
fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Credit Parties to the Collateral
Agent and shall be additional Obligations secured hereby.


 


Credit and Guaranty
Agreement


 






    Exhibit I -19 


     


    

 


Section
3.04         Other Actions.
In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, for the benefit
of the Secured Parties, the Collateral Agent’s Security Interest in the Article 9 Collateral, each Credit Party agrees,
in each case at such Credit Party’s own expense, to take the following actions:


 


(a)        
Instruments and Tangible Chattel Paper. Except with respect to Excluded Instruments, if any Credit Party shall at any time
hold or acquire any Instruments (other than checks received and processed in the ordinary course of business) or Tangible Chattel Paper
evidencing an amount in excess of $5,000,000, such Credit Party shall promptly endorse, assign and deliver the same to the Collateral
Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time
reasonably request.


 


(b)        
Investment Property. Except with respect to any Excluded Equity Interest and Excluded Instrument, if any Credit Party shall
at any time hold or acquire any Certificated Security constituting Pledged Collateral or Article 9 Collateral, such Credit
Party shall promptly endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment
duly executed in blank as the Collateral Agent may from time to time reasonably specify and in accordance with Section 2.02 hereof. Each
Credit Party hereby agrees that if any of the Pledged Equity Interests are at any time not evidenced by certificates of ownership, then
each applicable Credit Party shall, to the extent permitted by applicable law, (i) if necessary or desirable to perfect a security interest
in such Pledged Equity Interests, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute any
customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent the right to
transfer such Pledged Equity Interests under the terms hereof, and (ii) after the occurrence and during the continuance of any Event
of Default, upon request by the Collateral Agent, (A) cause the Organizational Documents of each such issuer that is a subsidiary of
such Credit Party to be amended to provide that such Pledged Equity Interests shall be treated as “securities” for purposes
of the UCC and (B) cause such Pledged Equity Interests to become certificated and delivered to the Collateral Agent in accordance with
the provisions of Section 2.02.


 


(c)          
Commercial Tort Claims. If any Credit Party shall at any time hold or acquire a Commercial Tort Claim with a value estimated
in good faith by the Borrower to be in excess of $1,000,000, such Credit Party shall promptly notify the Collateral Agent thereof in
a writing signed by such Credit Party, including a summary description of such claim, and grant to the Collateral Agent in writing a
security interest therein and in the proceeds thereof, all under the terms and provisions of this Agreement, with such writing to be
in form and substance reasonably satisfactory to the Collateral Agent.


 


Credit
and Guaranty Agreement


 






    Exhibit I -20 


     


    

 


(d)         
Letter of Credit Rights. With respect to any Letter of Credit Rights of any Credit Party relating to any Letter of Credit
with a face amount in excess of $5,000,000, such Credit Party shall use its commercially reasonable efforts to take all actions necessary
to provide the Collateral Agent a first priority perfected security interest in any such Letter of Credit Rights.


 


(e)          
Deposit Accounts. Each Credit Party shall establish the Collateral Agent’s Control (as defined in Section 9-104 of
the UCC), subject to the terms of the ABL/Term Loan Intercreditor Agreement, with respect to any such Deposit Account, substantially
simultaneously with the delivery of a control agreement with respect to such Deposit Account in favor of the ABL Agent (which for the
avoidance of doubt may be a control agreement establishing control in favor of the ABL Agent as agent or bailee for the Collateral Agent
or establishing control in favor of the Collateral Agent on a basis junior in priority to the ABL Agent, in each case, pursuant to the
terms of the ABL/Term Loan Intercreditor Agreement).


 


Section
3.05      Covenants Regarding Patent, Trademark
and Copyright Collateral. All references to Patents, Trademarks, Copyrights and Trade Secrets in this Section 3.05 are referring
to Patents, Trademarks, Copyrights and Trade Secrets that are included in the Intellectual Property Collateral. Except as permitted by
the Credit Agreement: 


 


(a)         Each
Credit Party agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to
contractually prohibit its licensees from doing any act or omitting to do any act; provided that no Credit Party shall be obligated
to amend any agreement existing as of the date hereof) whereby any issued Patent that is material to the normal conduct of such Credit
Party’s business would become prematurely invalidated, abandoned, lapsed or dedicated to the public (except, in each case, to the
extent such action or inaction is deemed advisable in such Credit Party’s reasonable business judgment and except that nothing
in this Section 3.05 shall prohibit such Credit Party from asserting such Patent against any other person).


 


(b)        Each
Credit Party will, and will use its commercially reasonable efforts to contractually require its licensees and its sublicensees (provided
that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so require) to, for each material
registered Trademark necessary to the normal conduct of such Credit Party’s business, use commercially reasonable efforts to (i) maintain
such Trademark in full force free from any adjudication of abandonment or invalidity for non-use, (ii) maintain the quality of products
and services offered under such Trademark, (iii) display such Trademark with notice of federal registration or claim of trademark
or service mark as required under applicable law and (iv) not knowingly use, or knowingly permit its licensees’ use of, such
Trademark in violation of any third party rights, except, in the case of (i) and (ii) above, to the extent such action or inaction
is deemed advisable in such Credit Party’s reasonable business judgment. 


 


(c)        
Each Credit Party will, and will use its commercially reasonable efforts to cause its licensees and its sublicensees (provided
that no Credit Party shall be obligated to amend any agreement existing as of the date hereof to so cause) to, for each material
Copyright necessary to the normal conduct of such Credit Party’s business that it publishes, displays and distributes, use a copyright
notice as necessary to establish and preserve its rights under applicable copyright laws. 


 


(d)        
Each Credit Party shall promptly notify the Collateral Agent if it has received written notice, other than regular reports with
respect to Patents, Trademarks and Copyrights received in the ordinary course of business, that any issued Patent, registered Trademark
or registered Copyright material to the normal conduct of such Credit Party’s business may imminently become abandoned, lapsed
or dedicated to the public, in the case of such Patent or Copyright, prior to the end of its statutory term under applicable law, or
of any materially adverse determination or development, excluding office actions and similar determinations or developments in the United
States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such Credit
Party’s ownership of any such material Patent, Trademark or Copyright or its right to register or to maintain the same.


 


Credit and
Guaranty Agreement


 






    Exhibit I -21 


     


    

 


(e)        
Subject to Section 3.01(d), each Credit Party, either itself or through any agent, employee, or designee, shall (i) inform
the Collateral Agent on an annual basis of each application by itself, or through any agent, employee, or designee, for any Patent with
the United States Patent and Trademark Office and each registration of any Trademark or Copyright with the United States Patent and Trademark
Office or the United States Copyright Office filed during the preceding twelve-month period, and (ii) upon the reasonable request
of the Collateral Agent, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably
request to evidence the Collateral Agent’s security interest in such Patent, Trademark, or Copyright.


 


(f)         
Each Credit Party shall exercise its reasonable business judgment in any proceeding before the United States Patent and Trademark
Office or the United States Copyright Office with respect to (i) maintaining and pursuing each application relating to any Patent, Trademark
and/or Copyright (and obtaining the relevant grant or registration) material to the normal conduct of the such Credit Party’s business,
and (ii) maintaining any registration or issuance of each Patent, Trademark, and Copyright that is material to the normal conduct of
such Credit Party’s business, including, when applicable and necessary in such Credit Party’s reasonable business judgment,
timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if
any Credit Party believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings
against third parties.


 


(g)        
In the event that any Credit Party receives written notice that any Article 9 Collateral consisting of a Patent, Trademark, Copyright
or Trade Secret material to the normal conduct of its business has been materially infringed, misappropriated or diluted by a third party,
such Credit Party shall, if such Credit Party deems it necessary in its reasonable business judgment, promptly take actions to stop such
infringement, misappropriation or dilution and protect its rights in such Patent, Trademark, Copyright, or Trade Secret, including, but
not limited to, the initiation of a suit for injunctive relief and to recover damages, in each case, to the extent it deems reasonably
appropriate under the circumstances. 


 


Each
Credit Party shall exercise its reasonable business judgment in protecting the secrecy of all Trade Secrets owned by such Credit Party
that are material to the normal conduct of such Credit Party’s business, including, without limitation, if such Credit Party deems
it necessary in its reasonable business judgment, entering into confidentiality agreements with employees and consultants and labeling
and restricting access to secret information and documents.


 


Credit
and Guaranty Agreement


 






    Exhibit I -22 


     


    

 


Section
3.06            Intercreditor
Relations. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant
to this Agreement shall (a) with respect to all Collateral constituting ABL Priority Collateral prior to the Discharge of ABL Obligations,
be subject and subordinate to the Liens granted to the ABL Agent for the benefit of the ABL Secured Parties to secure the ABL Obligations
pursuant to the ABL Collateral Agreement, to the extent set forth in the ABL/Term Loan Intercreditor Agreement and (b) with respect
to all Collateral, prior to the Discharge of Senior Priority Obligations (as defined in the Cash Flow Intercreditor Agreement), be junior
and subordinate in priority to the Liens granted to any Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) for
the benefit of the holders of the applicable Senior Priority Debt (as defined in the Cash Flow Intercreditor Agreement) to secure such
Senior Priority Debt pursuant to the applicable Senior Priority Documents (as defined in the Cash Flow Intercreditor Agreement) (except
as may be separately otherwise agreed between the Collateral Agent, on behalf of itself and the Secured Parties, and any Senior Priority
Agent (as defined in the Cash Flow Intercreditor Agreement), on behalf of itself and the Senior Priority Creditors (as defined in the
Cash Flow Intercreditor Agreement) represented thereby). The Collateral Agent acknowledges and agrees that the relative priority of the
Liens granted to the Collateral Agent, the Administrative Agent, the ABL Agent and the Cash Flow Agent shall be determined solely pursuant
to the Intercreditor Agreements, and not by priority as a matter of law or otherwise. Notwithstanding anything herein to the contrary,
the Liens and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by
the Collateral Agent hereunder are subject to the provisions of the applicable Intercreditor Agreements. In the event of any conflict
between the terms of any Intercreditor Agreement and this Agreement, the terms of such Intercreditor Agreement shall govern and control
as among (i) the Collateral Agent and the ABL Agent, in the case of the ABL/Term Loan Intercreditor Agreement and (ii) the
Collateral Agent, any Senior Priority Agent (as defined in the Cash Flow Intercreditor Agreement) and any other Junior Priority Agent
in the case of the Cash Flow Intercreditor Agreement. In the event of any such conflict, each Credit Party may act (or omit to act) in
accordance with the applicable Intercreditor Agreement, and shall not be in breach, violation or default of its obligations hereunder
by reason of doing so. Notwithstanding any other provision hereof, (x) prior to the Discharge of ABL Obligations, any obligation
hereunder to deliver to the Collateral Agent any Collateral constituting ABL Priority Collateral shall be satisfied by causing such ABL
Priority Collateral to be delivered to the ABL Agent to be held in accordance with the ABL/Term Loan Intercreditor Agreement and (y) until
the Discharge of the Senior Priority Obligations (as defined in the Cash Flow Intercreditor Agreement), any obligation hereunder to deliver
to the Collateral Agent any Collateral (other than Collateral constituting ABL Priority Collateral) shall be satisfied by causing such
Collateral to be delivered to the Senior Priority Representative (as defined in the Cash Flow Intercreditor Agreement).


 


Credit and Guaranty
Agreement


 






    Exhibit I -23 


     


    

 


Article
IV.


 


REMEDIES


 


Section
4.01        Remedies Upon Default.
Subject to the terms of the Cash Flow Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default,
each Credit Party agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent
shall have the right, subject to applicable law, to take any of or all the following actions at the same or different times, subject,
in each case, to the terms of the Cash Flow Intercreditor Agreement: (a) with respect to any Article 9 Collateral consisting
of Intellectual Property owned by such Credit Party for the purpose of enabling the Collateral Agent, during the continuance of an Event
of Default, to exercise rights and remedies under this Section 4.01 at such time as the Collateral Agent shall be lawfully entitled to
exercise such rights and remedies, and for no other purpose, each Credit Party hereby grants to the Collateral Agent, subject to pre-existing
rights and licenses, an irrevocable (but solely during the continuance of an Event of Default), non-exclusive world-wide (to the extent
it has such rights) license (exercisable without payment of royalty or other compensation to such Credit Party), subject, in the case
of Trademarks, to any quality standards and quality control practices in effect by each applicable Credit Party, with respect to its
Trademarks and sufficient to avoid the risk of invalidation or dilution of such Trademarks, to use, license or sublicense any of the
Intellectual Property now owned or hereafter acquired, developed or created by such Credit Party, wherever the same may be located; provided,
that such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer
programs used for the compilation or printout hereof to the extent permitted by the terms of the applicable licenses; provided further
that the Collateral Agent shall retain the confidentiality of any Trade Secrets licensed under this Section 4.01 consistent with
the practices in effect by each applicable Credit Party, with respect to its confidential information, immediately prior to such Event
of Default; (b) to take possession of the Collateral and without liability for trespass to the applicable Credit Party to enter
any premises where the Collateral may be located for the purpose of taking possession of, removing or selling the Collateral and, generally,
to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law and in
furtherance of the foregoing, each Credit Party hereby grants to the Collateral Agent, for the purpose of enabling the Collateral Agent
to exercise rights and remedies during the continuance of an Event of Default, an irrevocable license (without payment of rent or other
compensation to such Credit Party) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied
by such Credit Party; (c) notify Account Debtors of any Credit Party that the Accounts of such Credit Party have been assigned to the
Collateral Agent, for the benefit of the Secured Parties, or that Collateral Agent has a security interest therein and direct Account
Debtors to make payment directly to the Collateral Agent; and (d) exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein, in the other Credit Documents, or otherwise available to the Collateral Agent, all other rights and
remedies of a secured party on default under the Uniform Commercial Code or any other applicable law. Without limiting the generality
of the foregoing rights and remedies, each Credit Party agrees that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law (including the Uniform Commercial Code), to sell or otherwise dispose of all or any part of the Collateral
at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery
as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized in connection with any sale of a security (if
it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who represent
and agree that they are purchasing such security for their own account, for investment, and not with a view to the distribution or sale
thereof. Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right
to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall
hold the property sold absolutely, free from any claim or right on the part of any Credit Party, and each Credit Party hereby waives
and releases (to the extent permitted by law) all rights of redemption, stay, valuation and appraisal that such Credit Party now has
or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.


 


Credit and Guaranty
Agreement


 






    Exhibit I -24 


     


    

 


The
Collateral Agent shall give the Borrower and each applicable Credit Party not less than ten (10) Business Days’ prior written notice
(which each Credit Party agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in
other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale,
shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall
state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered
for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such
place or places as the Collateral Agent may fix and state in the notice of such sale. The Collateral, or the portion thereof, to be sold
at any such sale may be sold in one lot as an entirety or in separate parcels in the Collateral Agent’s own right or by one or
more agents and contractors, upon any premises owned, leased, or occupied by any Credit Party and the Collateral Agent and any such agent
or contractor, in conjunction with any such sale, may augment the Inventory to be sold with other goods (all of which other goods shall
remain the sole property of the Collateral Agent or such agent or contractor), all as the Collateral Agent may (in its sole and absolute
discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do
so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place
fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case
of any sale of all or any part of the Collateral made on credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability
in the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such
failure, such Collateral may be sold again upon notice given in accordance with provisions above. At any public (or, to the extent permitted
by law, private) sale made pursuant to this Section 4.01, any Secured Party may bid for or purchase, free (to the extent permitted
by law) from any right of redemption, stay, valuation or appraisal on the part of any Credit Party (all such rights being also hereby
waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account
thereof by using any claim then due and payable to such Secured Party from any Credit Party as a credit against the purchase price, and
such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02
hereof without further accountability to any Credit Party therefor. As an alternative to exercising the power of sale herein conferred
upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral
or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially
reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.


 


Section
4.02         Application of
Proceeds. 


 


(a)        
The Collateral Agent shall promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as well as
any Collateral consisting of cash, in the following order of priority, subject to the terms of the ABL/Term Loan Intercreditor Agreement:
first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agents, including all amounts due to
the Agents under Section 10.5 of the Credit Agreement, second, ratably in accordance with the amounts owed under this clause second,
to pay any fees other than the Exit Fee or expense reimbursements then due to the Lenders from the Borrower, third, ratably, to
pay interest and the Exit Fee due and payable in respect of the Loans and any other Obligations, fourth, ratably, to payment of
that portion of the Obligations constituting unpaid principal of the Loans, fifth, to the payment of any other Obligation due
to the Agents or any other Secured Party; and sixth, after payment in full in cash of the amounts specified in clauses first through
fifth, subject to the terms of any Intercreditor Agreements or any other Collateral Document, to pay the surplus, if any to whomever
may be lawfully entitled to receive such surplus.


 


(b)       
If any payment to any Secured Party pursuant to this Section 4.02 of its pro rata share of any distribution would result
in overpayment to such Secured Party, such excess amount shall instead be distributed in respect of the unpaid Obligations of the other
Secured Parties, with each Secured Party whose Obligations have not been paid in full to receive an amount equal to such excess amount
multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Party and the denominator of which is the unpaid
Obligations of all Secured Parties entitled to such distribution.


 


Credit
and Guaranty Agreement


 






    Exhibit I -25 


     


    

 


(c)        
 All payments required to be made hereunder shall be made to the Administrative Agent for the account of such Secured Parties
or as the Administrative Agent may otherwise direct in accordance with the Credit Documents.


 


(d)        
[Reserved].


 


(e)        
Subject to the other limitations (if any) set forth herein and in the other Credit Documents, it is understood that the Credit
Parties shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount
of the Obligations of the Credit Parties.


 


(f)         
It is understood and agreed by each Credit Party that the Collateral Agent shall have no liability for any determinations made
by it in this Section 4.02 except to the extent that any of the foregoing are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from its own or its Related Party’s gross negligence or willful misconduct. Each Credit
Party also agrees that the Collateral Agent may (but shall not be required to), at any time and in its sole discretion, and with no liability
resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements
hereof and of any Intercreditor Agreement, and the Collateral Agent shall be entitled to wait for, and may conclusively rely on, any
such determination.


 


Section
4.03        Securities Act, Etc.
In view of the position of the Credit Parties in relation to the Pledged Collateral, or because of other current or future circumstances,
a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar federal statute hereafter enacted
analogous in purpose or effect (such Securities Act and any such similar statute as from time to time in effect being called the “Federal
Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. Each Credit Party understands
that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral
Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner
in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions
or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue
sky” or other state securities laws or similar laws analogous in purpose or effect. Each Credit Party acknowledges and agrees that
in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make
such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have
been filed under the Federal Securities Laws or, to the extent applicable, “blue sky” or other state securities laws and
(b) may approach and negotiate with a single potential purchaser to effect such sale. Each Credit Party acknowledges and agrees
that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such
restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part
of the Pledged Collateral at a price that the Requisite Lenders, in their sole and absolute discretion, may in good faith deem reasonable
under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were
deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 4.03
will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially
the price at which the Collateral Agent sells.


 


Credit
and Guaranty Agreement


 






    Exhibit I -26 


     


    

 


Article
V.


 


MISCELLANEOUS


 


Section
5.01         Notices.
All communications and notices hereunder shall (except as otherwise permitted herein) be in writing and given as provided in Section 10.1
of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower, with
such notice to be given as provided in Section 10.1 of the Credit Agreement.


 


Section
5.02        Security Interest Absolute.
All rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the
Pledged Collateral and all obligations of each Credit Party hereunder shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of the Credit Agreement, any other Credit Document, any agreement with respect to any of the Obligations
or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of,
or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the
Credit Agreement, any other Credit Document or any other agreement or instrument, (c) any exchange, release or non-perfection of
any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations or (d) subject only to termination or release of a Credit Party’s obligations hereunder
in accordance with the terms of Section 5.15 hereof, any other circumstance that might otherwise constitute a defense available
to, or a discharge of, any Credit Party in respect of the Obligations or this Agreement (other than a defense of payment or performance).


 


Section
5.03        Limitation By Law.
All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate
any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions
of law that may be controlling and to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable,
in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law.


 


Section
5.04        Binding Effect; Several
Agreement. This Agreement shall become effective as to any party to this Agreement when a counterpart hereof executed on behalf of
such party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral
Agent, and thereafter shall be binding upon such party and the Collateral Agent and their respective permitted successors and assigns,
and shall inure to the benefit of such party, the Collateral Agent and the other Secured Parties and their respective permitted successors
and assigns, except that no party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein
or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or by the
Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each Credit Party and may be amended, modified,
supplemented, waived or released with respect to any Credit Party without the approval of any other Credit Party and without affecting
the obligations of any other Credit Party hereunder.


 


Section
5.05        Successors and Assigns.
Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors
and assigns of such party, and all covenants, promises and agreements by or on behalf of any Credit Party or the Collateral Agent that
are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns. The Collateral
Agent hereunder shall at all times be the same person that is the Collateral Agent under the Credit Agreement. Upon the acceptance of
any appointment as the Collateral Agent under the Credit Agreement by a successor Collateral Agent, that successor Collateral Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent pursuant hereto.


 


Credit and Guaranty
Agreement


 






    Exhibit I -27 


     


    

 


Section
5.06        Administrative Agent’s
and Collateral Agent’s Fees and Expenses; Indemnification.  The parties hereto agree that the Administrative Agent and
the Collateral Agent shall be entitled to (i) reimbursement of their respective expenses incurred hereunder and (ii) indemnification
for losses, claims, damages, liabilities and related expenses incurred or asserted, arising out of, in connection with or as a result
of this Agreement, in each case, as and to the extent provided in Section 10.5 of the Credit Agreement and the provisions of Section 10.5
of the Credit Agreement shall be incorporated by reference herein and apply to each Credit Party mutatis mutandis. In connection
with this Agreement, each Agent shall have all rights, privileges, protections, indemnities, exculpations and immunities in favor of
such Agent under the Credit Agreement and the other Credit Documents, including, without limitation, (i) the right to request written
instructions or confirmations from the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or
as such Agent shall believe in good faith to be necessary) prior to taking any action hereunder, (ii) with respect to any determination,
designation, or judgment to be made by any Agent hereunder, the right to request that the Requisite Lenders (or such other number or
percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary) make or confirm such
determination, designation, or judgment, and (iii) the right to appoint designees, sub-agents, or attorneys-in-fact to exercise any rights
and powers conferred on such Agent hereunder. 


 


Section
5.07       Collateral Agent Appointed
Attorney-in-Fact. Each Credit Party hereby appoints the Collateral Agent the attorney-in-fact of such Credit Party for the purpose,
after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Agreement and taking any
action and executing any instrument that the Collateral Agent may deem necessary or desirable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. The Collateral Agent shall have the right, upon the occurrence and during the
continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such
Credit Party, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences
of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges
and releases of all or any of the Collateral, (c) to ask for, demand, sue for, collect, receive and give acquittance for any and all
moneys due or to become due under and by virtue of any Collateral, (d) to sign the name of any Credit Party on any invoice or bill of
lading relating to any of the Collateral, (e) to send verifications of Accounts to any Account Debtor, (f) to commence and prosecute
any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize
on all or any of the Collateral or to enforce any rights in respect of any Collateral, (g) to settle, compromise, compound, adjust or
defend any actions, suits or proceedings relating to all or any of the Collateral, (h) to notify, or to require any Credit Party to notify,
Account Debtors to make payment directly to the Collateral Agent, and (i) to use, sell, assign, transfer, pledge, make any agreement
with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes
of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes;
provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to
make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof
or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received
as a result of the exercise of the powers granted to them herein, and neither they nor any of their respective Related Parties shall
be responsible to any Credit Party for any act or failure to act hereunder, except for their own gross negligence or willful misconduct
as determined by a final, non-appealable judgment of a court of competent jurisdiction.


 


Credit and Guaranty
Agreement


 






    Exhibit I -28 


     


    

 


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


 


Section
5.09        Waivers; Amendment.
(a) No failure or delay by the Collateral Agent or any Lender in exercising any right, power or remedy hereunder or under any other
Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any
abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The rights, powers and remedies of the Collateral Agent and the Lenders hereunder and under
the other Credit Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any Credit Party therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section 5.09, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given.


 


(b)         Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered
into by the Collateral Agent and the Credit Party or Credit Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 10.8 of the Credit Agreement.


 


Section
5.10       WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.


 


Section
5.11         Severability.
In the event any one or more of the provisions contained in this Agreement or in any other Credit Document should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.


 


Credit
and Guaranty Agreement


 






    Exhibit I -29 


     


    

 


Section
5.12        Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together,
shall constitute but one contract, and shall become effective as provided in Section 5.04 hereof. Delivery of an executed counterpart
to this Agreement by facsimile or any other electronic transmission (e.g., “PDF” or “TIFF”) shall be as effective
as delivery of a manually signed original.


 


Section
5.13         Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section
5.14         Jurisdiction;
Consent to Service of Process. (a) Each party hereto 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 and agrees that any such action or proceeding shall be brought solely
in such New York Courts; provided that nothing in this agreement shall be deemed or operate to preclude (i) the Collateral Agent from
bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations,
or to enforce a judgment or other court order in favor of the Collateral Agent, (ii) any party from bringing any legal action or proceeding
in any jurisdiction for the recognition and enforcement of any judgment, (iii) 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 (iv) 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 5.14 would otherwise require to be asserted in a legal action or proceeding in a New York Court) in any
such action or proceeding.


 


(a)        
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement in any New York Court. Each of the parties hereto hereby irrevocably waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court.


 


(b)        
Each party hereto hereby irrevocably and unconditionally agrees that service of process in
any such action or proceeding may be effected by delivering by registered or certified mail (or substantially similar form of mail),
postage prepaid, return receipt requested, a copy of such process to the applicable party at its address provided in accordance with
Section 10.1 of the Credit Agreement.


 


(d)         Each
party hereto irrevocably and unconditionally agrees that the Collateral Agent retains the right to serve process in any other manner
permitted by law or to bring proceedings against any Credit Party in the courts of any other jurisdiction in connection with the exercise
of any rights under this Agreement or the enforcement of any judgment. Without limiting the foregoing, each Credit Party hereby agrees
that service of process may be effected on the Authorized Agent designated in the Credit Agreement for such Credit Party, in the manner
provided in Section 10.15 of the Credit Agreement.


 


Credit
and Guaranty Agreement


 






    Exhibit I -30 


     


    

 


Section
5.15        Termination or Release.
(a) This Agreement, the pledges made herein, the Security Interest and all other security interests granted hereby shall terminate
when all the Obligations (other than contingent indemnification and reimbursement obligations that are not yet due and payable and for
which no claim has been asserted) have been paid in full in cash in accordance with the provisions of the Credit Agreement.


 


(b)       
A Credit Party shall automatically be released from its obligations hereunder and the security interests created hereunder in
the Collateral of such Credit Party shall be automatically released upon the consummation of any transaction that is permitted by the
Credit Agreement, as a result of which such Credit Party ceases to be a subsidiary.


 


(c)        
Upon any sale or other transfer by any Credit Party of any Collateral that is permitted by the Credit Agreement, or, upon the
effectiveness of any written consent to the release of a security interest granted in any Collateral pursuant to Section 10.8 of the
Credit Agreement, the security interest in such Collateral shall be automatically released.


 


In connection with
any termination or release pursuant to paragraph (a), (b) or (c) of this Section 5.15, the Collateral Agent shall, in
each case, at such Credit Party’s expense, (i) execute and deliver to any Credit Party, and make any filing of, all documents
that such Credit Party shall reasonably request to evidence such termination or release (including, without limitation, making any filings
(such as filings of Uniform Commercial Code termination statements or releases in the United States Patent and Trademark Office or the
United States Copyright Office)), (ii) duly assign and transfer to such Credit Party such of the Pledged Collateral that may be
in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Agreement
and (iii) take any other action reasonably requested or demanded to effectuate such release (including making any filing relating
thereto); provided that the Collateral Agent shall not be required to take any action under this Section 5.15(d) unless
such Credit Party shall have delivered to the Collateral Agent together with such request, which may be incorporated into such request,
(1) a reasonably detailed description of the Collateral to be released, which in any event shall be sufficient to effect the appropriate
termination or release without causing the release of any other Collateral and (2) a certificate of an Authorized Officer of the
Borrower or such Credit Party certifying that the transaction giving rise to such termination or release is permitted by the Credit Agreement
and was, or will concurrently with the release be, consummated in compliance with the Credit Documents; provided,
further that the Collateral Agent shall not be required to execute any document or take any action necessary to evidence such release
on terms that, in its opinion or the opinion of its counsel, could expose the Collateral Agent to liability or create any obligation
or entail any consequence other than such release without recourse to, or representation or warranty by the Collateral Agent..
Any execution and delivery of documents pursuant to this Section 5.15 shall be without recourse to or representation or warranty
by the Collateral Agent.


 


Section
5.16        Additional Subsidiaries.
Upon execution and delivery by the Collateral Agent and any subsidiary that is required to become a party hereto by Section 5.11
of the Credit Agreement of an instrument in substantially the form of Exhibit I hereto (or in such other form reasonably satisfactory
to the Collateral Agent), such subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as
a Guarantor on the date hereof. The execution and delivery of any such instrument shall not require the consent of any other party to
this Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the
addition of any new party to this Agreement.


 


[Signature Pages
Follow]


 


Credit and Guaranty
Agreement


 






    Exhibit I -31 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


	 	LANNETT COMPANY, INC.
	 	 
	 	By:	                                                     
	 	Name:
	 	Title:
	 	 
	 	LANNETT HOLDINGS, INC.
	 	 
	 	By:  	 
	 	Name:
	 	Title:
	 	 
	 	CODY LABORATORIES, INC.
	 	 
	 	By:   	 
	 	Name:
	 	Title:
	 	 
	 	SILARX PHARMACEUTICALS, INC.
	 	 
	 	By:  	 
	 	Name:
	 	Title:
	 	 
	 	KREMERS URBAN PHARMACEUTICALS
    INC.
	 	 
	 	By:  	 
	 	Name:	 
	 	Title:



 


[Signature
Page to Pledge and Security Agreement]


 






     


     


    

 


	 	ALTER DOMUS (US) LLC,
    as Administrative Agent and Collateral Agent
	 	 
	 	By:  	 
	 	Name:
	 	Title:
	 	 




 


[Signature
Page to Pledge and Security Agreement]


 






     


     


    

 



 


Exhibit I

to Security Agreement


 


SUPPLEMENT NO.
____ TO THE PLEDGE AND SECURITY AGREEMENT


 


SUPPLEMENT NO.
____, dated as of ____________________ (this “Supplement”), to the Second Lien Pledge and Security Agreement dated
as of April 22, 2021 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Security Agreement”),
among Lannett Company, Inc., a Delaware corporation (the “Borrower”), each Guarantor from time to time party thereto,
Alter Domus (US) LLC, as administrative agent (in such capacity and any successor in such capacity, the “Administrative Agent”)
and as collateral agent (in such capacity and any successor in such capacity, the “Collateral Agent”) for the Secured
Parties (as defined therein).


 


A.       Reference
is made to (i) the Second Lien Credit and Guaranty Agreement dated as of April 22, 2021, (as amended, restated, supplemented, waived
or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain subsidiaries of the
Borrower party thereto as Guarantors from time to time, the Lenders party thereto from time to time and Alter Domus (US) LLC, as Administrative
Agent and Collateral Agent and (ii) the Credit Agreement Joinder dated as of ______________ entered into by ______________, a ______________
(the “New Subsidiary”), as required by Section 5.11 of the Credit Agreement.


 


B.       Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Security
Agreement.


 


C.       The
Credit Parties have entered into the Security Agreement in order to induce the Lenders to make extensions of credit under the Credit
Agreement. Section 5.16 of the Security Agreement provides that additional subsidiaries may become Guarantors under the Security
Agreement by execution and delivery of an instrument in the form of this Supplement. The New Subsidiary is executing this Supplement
in accordance with the requirements of the Credit Agreement to become a Guarantor under the Security Agreement in order to induce the
Lenders to make extensions of credit (if available under the Credit Agreement) and as consideration for extensions of credit previously
made under the Credit Agreement.


 


Accordingly,
the Administrative Agent, the Collateral Agent and the New Subsidiary agree as follows:


 


SECTION
1. In accordance with Section 5.16 of the Security Agreement, the New Subsidiary by its signature below becomes a Guarantor under
the Security Agreement and agrees to be bound by all terms, covenants and conditions thereunder with the same force and effect as if
originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms, covenants and provisions of the
Security Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that (i) with respect to representations
and warranties made by it under the Security Agreement that are not qualified by materiality, such representations and warranties are
true and correct in all material respects, and (ii) with respect to the representations and warranties made by it under the Security
Agreement that are qualified by materiality, such representations and warranties are true and correct in all respects, in each case,
on and as of the date hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full
of the Obligations when due (whether at stated maturity, by acceleration or otherwise), does hereby create, grant and pledge to the Collateral
Agent, for the benefit of the Secured Parties, a security interest in and Lien on all the New Subsidiary’s right, title and interest
in and to the Collateral of the New Subsidiary and expressly assumes all obligations and liabilities of a Guarantor and Credit Party
under the Security Agreement. Each reference to a “Guarantor” or “Credit Party” in the Security Agreement shall
be deemed to include the New Subsidiary. The Security Agreement is hereby incorporated herein by reference.


 


Credit and Guaranty
Agreement


 






    Exhibit I-34


     


    

 


SECTION
2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other
similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing.


 


SECTION
3. This Supplement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken
together shall constitute but one contract. Delivery of an executed counterpart to this Agreement by facsimile or any other electronic
transmission (e.g., “PDF” or “TIFF”) shall be as effective as delivery of a manually signed original. This Supplement
shall become effective when (a) the Collateral Agent shall have received a counterpart of this Supplement that bears the signature
of the New Subsidiary and (b) the Agents have executed a counterpart hereof.


 


SECTION
4. The New Subsidiary hereby represents and warrants that (a) set forth on Schedule I attached hereto is a true, correct
and complete schedule of all the Pledged Collateral of the New Subsidiary as of the date hereof, (b) set forth on Schedule II
attached hereto is a true, correct and complete schedule of all of the material issued Patents, registered Trademarks and registered
Copyrights owned by the New Subsidiary as of the date hereof, (c) set forth on Schedule III attached hereto is a true,
correct and complete schedule of all Commercial Tort Claims of the New Subsidiary individually in excess of $1,000,000 as of the date
hereof, (d) set forth on Schedule IV attached hereto, is the true, correct and complete legal name of the New Subsidiary,
its jurisdiction of formation and the location of its chief executive office , (e) except as set forth in Schedule V,
all Accounts of the New Subsidiary have been originated by the New Subsidiary and all Inventory has been produced or acquired by the
New Subsidiary in the ordinary course of business, and (f) set forth on Schedule VI attached hereto is a true, correct and
complete schedule of all Letter of Credit Rights of the New Subsidiary relating to Letters of Credit with a face amount in excess of
$5,000,000 as of the date hereof.


 


SECTION
5. Except as expressly supplemented hereby, the Security Agreement shall remain in full force and effect.


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit I-35


     


    

 





SECTION
7. In the event any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Security Agreement shall not
in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.


 


SECTION
8. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the Security Agreement.


 


SECTION
9. The New Subsidiary agrees to reimburse each Agent for its reasonable and documented out-of-pocket expenses in connection with this
Supplement, including the reasonable and documented fees, disbursements and other charges of counsel for such Agent.


 


[REMAINDER
OF THIS PAGE IS LEFT BLANK INTENTIONALLY]


 


Credit
and Guaranty Agreement


 






    Exhibit I-36


     


    

 





IN
WITNESS WHEREOF, the New Subsidiary and the Agents have duly executed this Supplement to the Security Agreement as of the day and year
first above written.


 


	 	[Name of New Subsidiary]
	 	 	 
	 	By:	  
	 	Name:	
	 	Title:	 



 


Credit
and Guaranty Agreement


 






    Exhibit I-37


     


    

 





	 	ALTER
    DOMUS (US) LLC, as Administrative Agent and Collateral Agent
	 	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


 


Credit and Guaranty
Agreement


 






    Exhibit I-38


     


    

 





Schedule I

to Supplement No. ___ to the

Security Agreement


 


Pledged
Collateral of the New Subsidiary


 


PLEDGED
EQUITY SECURITIES


 


	Name
                                            of Issuer
	Registered
                                            Owner 
	Number
                                            and Class

                                            of Pledged Equity 

                                            Security
	Number
                                            of Issuer Certificate (if 

                                            applicable)
	Percentage
                                            of 

                                            Equity Interests

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


PLEDGED
DEBT SECURITIES


 


	Holder
	Issuer
	Principal
                                            Amount
	Date
                                            of Pledged

                                            Debt Security
	Maturity
                                            Date

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Credit and Guaranty
Agreement


 



    Exhibit I-39


     


    

 





Schedule II

to Supplement No. ___ to the

Security Agreement


 


PATENTS,
TRADEMARKS AND COPYRIGHTS


 


Credit and Guaranty
Agreement


 



    Exhibit I-40


     


    

 





Schedule III

to Supplement No. ___ to the

Security Agreement


 


COMMERCIAL
TORT CLAIMS


 


Credit and Guaranty
Agreement


 






    Exhibit I-41


     


    

 





Schedule IV

to Supplement No. ___ to the

Security Agreement


 


LEGAL NAME, JURISDICTION
OF FORMATION AND ADDRESS


 


Credit and Guaranty
Agreement


 






    Exhibit I-42


     


    

 





Schedule V

to Supplement No. ___ to the

Security Agreement


 


MATTERS RELATING
TO ACCOUNTS AND INVENTORY


 


Credit and Guaranty
Agreement


 






    Exhibit I-43


     


    

 





Schedule VI

to Supplement No. ___ to the

Security Agreement


 


LETTER OF CREDIT
RIGHTS


 


Credit and Guaranty
Agreement


 






    Exhibit I-44


     


    

 





Exhibit II

to Security Agreement


 


[FORM OF]


INTELLECTUAL
PROPERTY SECURITY AGREEMENT


 


This
INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “IP Security Agreement”) dated April 22, 2021, is made by the persons
listed on the signature pages hereof (collectively, the “Grantors”) in favor of Alter Domus (US) LLC, acting through
one or more of its branches or any Affiliate thereof, as collateral agent (in such capacity and any successor in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined in the Credit Agreement referred to below). Capitalized terms used in this IP Security
Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement (as defined below).


 


WHEREAS,
the Grantors have entered into that certain Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with Lannett Company,
Inc., a corporation incorporated under the laws of the State of Delaware (the “Borrower”), the other Credit Parties
party thereto, Alter Domus (US) LLC, as the Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time;


 


WHEREAS,
in accordance with the terms of the Credit Agreement, each Grantor has executed and delivered that certain Second Lien Pledge and Security
Agreement, dated as of April 22, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security
Agreement”), by and among the Grantors, the Administrative Agent and the Collateral Agent; and


 


WHEREAS,
under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the benefit of the Secured Parties,
a security interest in, among other property, certain intellectual property of the Grantors, and have agreed as a condition thereof to
execute this IP Security Agreement for recording with the United States Patent and Trademark Office and the United States Copyright Office;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as
follows:


 


SECTION 1.
Grant of Security. Each Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties a security interest
in such Grantor’s right, title and interest in and to the following (collectively, the “IP Collateral”):


 


(i)       the
patents and patent applications set forth in Schedule A hereto;


 


(ii)       the
trademark and service mark registrations and applications set forth in Schedule B hereto (provided that no security
interest shall be granted in United States intent-to-use trademark applications or intent-to-use service mark applications filed
pursuant to Section 1(b) of the Lanham Act, solely to the extent that, and only for so long as, the grant of a security interest
therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable Grantor’s
right, title or interest therein or any trademark or service mark issued as a result of such application under applicable federal law,
until a statement of use, amendment to allege use, or other similar filing is made and accepted by the United States Patent and Trademark
Officer), together with the goodwill symbolized thereby;


 


Credit and Guaranty
Agreement


 






    Exhibit I-45


     


    

 


(iii)       the
copyright registrations, including the copyright registrations and applications subject to an exclusive license in favor of a Grantor,
each as set forth in Schedule C hereto;


 


(iv)       all
reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations of any of the foregoing;


 


(v)       any
and all claims, and rights to sue, for damages and injunctive relief for any past, present or future infringement of any of the foregoing;
and


 


(vi)       any
and all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting
obligations relating to, any and all of the foregoing or arising from any of the foregoing.


 


SECTION 2.
Security for Obligations. The grant of a security interest in the IP Collateral by each Grantor under this IP Security Agreement
secures the payment of all Obligations of such Grantor now or hereafter existing under or in respect of the Credit Documents, whether
direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.


 


SECTION 3.
Recordation. Each Grantor authorizes and requests that the Register of Copyrights, the Commissioner for Patents and the Commissioner
for Trademarks and any other applicable government officer record this IP Security Agreement.


 


SECTION 4.
Counterparts. This IP Security Agreement may be executed in any number of counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart
to this Agreement by facsimile or any other electronic transmission (e.g., “PDF” or “TIFF”) shall be as effective
as delivery of a manually signed original.


 


SECTION 5.
Grants, Rights and Remedies. This IP Security Agreement has been entered into in conjunction with the provisions of the Security
Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and
remedies of, the Collateral Agent with respect to the IP Collateral are more fully set forth in the Security Agreement, the terms and
provisions of which are incorporated herein by reference as if fully set forth herein.


 


SECTION 6.
Governing Law. THIS IP SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS IP SECURITY AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS PRINCIPLES
OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.


 


[Signatures
pages to follow]


 


Credit and Guaranty
Agreement


 






    Exhibit I-46


     


    

 


EXHIBIT I


 





IN
WITNESS WHEREOF, each Grantor has caused this IP Security Agreement to be duly executed and delivered by its officer thereunto duly authorized
as of the date first above written.


 


	 	[NAME]	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Credit and Guaranty
Agreement


 






    Exhibit I-47


     


    

 


EXHIBIT J 


 





[FORM OF]

PREPAYMENT NOTICE


 


Date: ___________,
_____


 


To: Alter Domus (US) LLC, as Administrative
Agent


[ ]


 


Ladies and Gentlemen:


 


Reference
is made to that certain Second Lien Credit and Guaranty Agreement, dated as of April 22, 2021, among Lannett Company, Inc. (the “Borrower”),
the guarantors party thereto from time to time, Alter Domus (US) LLC, as administrative agent and collateral agent, and the lenders party
thereto from time to time (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit
Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined).


 


The
undersigned hereby gives you notice that, pursuant to Section 2.11 of the Credit Agreement, on [_____], 20[___] the undersigned
intends to make a prepayment of Term Loans, in the aggregate principal amount of $ [__________].1


 


[Remainder of page
intentionally left blank]


 





 








1      If
applicable, in accordance with the second proviso to Section 2.12(b) of the Credit Agreement, include any conditions to effectiveness
of this prepayment notice in connection with related transactions.


 



Credit and Guaranty
Agreement


 






    Exhibit J-1


     


    

 


	 	LANNETT COMPANY,
    INC., as the Borrower
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


Credit and Guaranty
Agreement


 






    Exhibit J-2


     


    

 



 


EXHIBIT K 


 


[FORM
OF]

MORTGAGE


 


31
This instrument was prepared in consultation with

counsel in the state in which the Premises is

located by the attorney named below.


 


MORTGAGE,
SECURITY AGREEMENT, ASSIGNMENT OF RENTS

AND LEASES AND FIXTURE FILING ([STATE])


 


by
and from


 


[__________________],
“Mortgagor”


 


to


 


ALTER
DOMUS (US) LLC, in its capacity as Agent (as defined herein), “Mortgagee”


 


Dated
as of [__________]


 


	Location:	[________________]
	Municipality:	[________________]
	County:	[________________]
	State:	[________________]



 


THE
SECURED PARTY (MORTGAGEE) DESIRES THIS FIXTURE FILING

TO BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE

DESCRIBED HEREIN.


 


PREPARED
BY, RECORDING REQUESTED BY,

AND WHEN RECORDED MAIL TO:


 


[·]32


 





 






31 Local
counsel to advise as to any recording requirements for the cover page, including need for recording tax notification or a separate tax
affidavit, if applicable.


 


32 Relevant
mailing information for counsel to the Mortgagee to be inserted at time of recording.


 






    	Credit and Guaranty Agreement

Exhibit K-1 


     


    

 




 


EXHIBIT K


 


MORTGAGE,
SECURITY AGREEMENT, ASSIGNMENT OF RENTS

AND LEASES AND FIXTURE FILING ([STATE])


 


THIS
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING ([STATE]) (this “Mortgage”)
is dated as of [__________], 2021 by and from [________________], a [______________] [_______________] (“Mortgagor”),
whose address is [________________________] to ALTER DOMUS (US) LLC, a Delaware
limited liability company, as Administrative Agent and Collateral Agent (in such capacity, “Agent”) for the
Secured Parties as defined in the Credit Agreement (defined below), having an address at [_____________________] (Agent, together with
its successors and assigns, “Mortgagee”).


 


SECTION
11.    

Definitions


 


11.1                        
Definitions. All capitalized terms
used herein without definition shall have the respective meanings ascribed to them in that certain Second Lien Credit and Guaranty Agreement,
dated as of April 22, 2021 (as the same may be amended, amended and restated, supplemented, waived or otherwise modified from time to
time, the “Credit Agreement”), among Lannett Company, Inc., (the “Borrower”), certain
subsidiaries of the Borrower party thereto as Guarantors from time to time, the Lenders party thereto from time to time and Alter Domus
(US) LLC, as Administrative Agent and Collateral Agent. As used herein, the following terms shall have the following meanings:


 


“Mortgaged
Property”: The fee interest in the real property described in Exhibit A attached hereto and incorporated herein
by this reference, together with any greater estate therein as hereafter may be acquired by Mortgagor (the “Land”),
and all of Mortgagor’s right, title and interest now or hereafter acquired in and to (1) all improvements now owned or hereafter
acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land (the “Improvements”;
the Land and Improvements are collectively referred to as the “Premises”), (2) all materials, supplies, equipment,
apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed
in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities
and all other utilities whether or not situated in easements, and all equipment, inventory and other goods in which Mortgagor now has
or hereafter acquires any rights or any power to transfer rights and that are or are to become fixtures (as defined in the UCC, defined
below) related to the Land (the “Fixtures”), (3) all goods, accounts, inventory, general intangibles, instruments,
documents, contract rights and chattel paper, including all such items as defined in the UCC, now owned or hereafter acquired by Mortgagor
and now or hereafter affixed to, placed upon, used in connection with, arising from or otherwise related to the Premises (the “Personalty”),
(4) all reserves, escrows or impounds required under the Credit Agreement or any of the other Credit Documents and all deposit accounts
maintained by Mortgagor with respect to the Mortgaged Property (the “Deposit Accounts”), (5) all leases, licenses,
concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory
interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the
“Leases”), (6) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security
and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing possessing, operating
from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (7) all other agreements,
such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements,
management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements
in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the
“Property Agreements”), (8) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages
and appurtenances appertaining to the foregoing, (9) all property tax refunds payable with respect to the Mortgaged Property (the “Tax
Refunds”), (10) any and all cash proceeds and noncash proceeds from the conversion, voluntary or involuntary, of any of
the Premises or any portion thereof into cash or liquidated claims (the “Proceeds”), (11) all insurance policies,
unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor
(the “Insurance”), and (12) all awards, damages, remunerations, reimbursements, settlements or compensation
heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase
in lieu thereof) of all or any portion of the Land, Improvements, Fixtures or Personalty (the “Condemnation Awards”).
As used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion
of the above or any interest therein.


 






    	Credit and Guaranty Agreement

Exhibit K-2 


     


    

 


EXHIBIT K
 


SECTION
12.    

GRANT


 


12.1                         Grant.
To secure the full and timely payment of the Obligations and the full and timely performance
of the Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee the Mortgaged Property,
subject, however, only to the matters that are set forth on Exhibit B attached hereto (the “Permitted Encumbrances”)
and to Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, and Mortgagor does hereby bind itself, its successors
and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee. The maximum amount of the Obligations secured
hereby will not exceed $__________, plus, to the extent permitted by applicable law, collection costs, sums advanced for the payment
of taxes, assessments, maintenance and repair charges, insurance premiums and any other costs incurred to protect the security encumbered
hereby or the lien hereof, expenses incurred by the Mortgagee by reason of any default by the Mortgagor under the terms hereof, together
with interest and fees thereon, all of which amounts shall be secured hereby.


 


SECTION
13.    

WARRANTIES, REPRESENTATIONS AND COVENANTS


 


Mortgagor
warrants, represents and covenants to Mortgagee as follows:


 


13.1                       
Title to Mortgaged Property and Lien of this Instrument.
The Mortgagor hereby represents and warrants that the representations and warranties set forth in Section 4.7 of the Credit Agreement
as they relate to the Mortgagor or to the Credit Documents to which the Mortgagor is a party, each of which representations and warranties
is hereby incorporated herein by reference as if fully set forth herein and the Mortgagee and each other Secured Party shall be entitled
to rely on each of such representations and warranties as if fully set forth herein.


 


13.2                        Second
Lien Status. Mortgagor shall preserve and protect the second lien and security interest
status of this Mortgage and the other Credit Documents. If any lien or security interest other than a Permitted Encumbrance or a Permitted
Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give Mortgagee a detailed written
notice of such lien or security interest (including origin, amount and other terms), and (b) pay the underlying claim in full or take
such other action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement (including
the requirement of providing a bond or other security satisfactory to Mortgagee).


 









    	Credit and Guaranty Agreement

Exhibit K-3 


     


    

 


EXHIBIT
K
 


13.3                        Payment
and Performance. Mortgagor shall pay the Obligations when due under the Credit Agreement
and the other Credit Documents and shall perform the Obligations in full when they are required to be performed.


 


13.4                        Inspection.
Section 5.7 of the Credit Agreement is hereby incorporated by reference and Mortgagor agrees
to comply with Section 5.7 of the Credit Agreement in accordance with and to the extent provided therein.


 


13.5                        Insurance;
Condemnation Awards and Insurance Proceeds.


 


(a)   
Insurance. Mortgagor shall maintain insurance for the Premises as set forth in Section
5.2 of the Credit Agreement to the extent applicable.


 


(b)   
Condemnation Awards. Mortgagor agrees to comply with Section 2.12(a)(i) of the Credit
Agreement in accordance with and to the extent provided therein.


 


(c)   
Insurance Proceeds. Insurance proceeds shall be applied or disbursed as set forth
in Section 5.2 of the Credit Agreement to the extent and as applicable.


 


13.6                        Other
Covenants. All of the covenants in the Credit Agreement that are applicable to Mortgagor
are incorporated herein by reference.


 


SECTION
14.    

FUTURE ADVANCES


 


14.1                        Future
Advances. This Mortgage is given to secure the Obligations of the Mortgagor and the repayment of the aforesaid obligations (including,
without limitation, the Obligations of the Mortgagor with respect to each advance of any Loan, any renewals or extensions or modifications
thereof upon the same or different terms or at the same or different rate of interest and also to secure all future advances and readvances
thereof that may subsequently be made to the Mortgagor, the Borrower or any other Credit Party by the Lenders pursuant to the Credit
Agreement or any other Credit Document, and all renewals, modifications, replacements and extensions thereof). The lien of such future
advances and re-advances shall relate back to the date of this Mortgage. The Mortgagor agrees that if the outstanding balance of any
Obligation or all of the Loans, principal and interest, is ever repaid to zero, the lien of this Mortgage shall not be or be deemed released
or extinguished by operation of law or implied intent of the parties. This Mortgage shall remain in full force and effect as to any further
advances after any such zero balance until such time as the Loans and the other Obligations then due and owing shall have been paid in
full in cash and the Term Loan Commitments have been terminated (the date upon which all of such events have occurred, the “Obligations
Satisfaction Date”) or this Mortgage has been cancelled or released of record in accordance with the requirements of the
Credit Agreement, and the Mortgagor waives, to the fullest extent permitted by applicable law, the operation of any applicable statute,
case law or regulation having a contrary effect.


 






    	Credit and Guaranty Agreement

Exhibit K-4 


     


    

 


EXHIBIT
K
 


SECTION
15.    


DEFAULT
AND FORECLOSURE


 


15.1                        Remedies.
Upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at Mortgagee’s
election, exercise any or all of the following rights, remedies and recourses:


 


(a)   
Acceleration. Subject to any provisions of the Credit Documents providing for the
automatic acceleration of the Obligations upon the occurrence of certain Events of Default, declare the Obligations to be immediately
due and payable, without further notice, presentment, protest, notice of intent to accelerate, notice of acceleration, demand or action
of any nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and
payable.


 


(b)   
Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive physical
possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of
the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior
written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.


 


(c)   
Operation of Mortgaged Property. Hold, lease, develop, manage, operate or otherwise
use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs,
alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and
apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 5.6
hereof.


 


(d)   
Foreclosure and Sale. Institute proceedings for the complete foreclosure of this Mortgage
by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. With
respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) days’ prior written notice shall be
deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy
or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent
permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity
of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar
both at law and in equity against Mortgagor, and against all other Persons claiming or to claim the property sold or any part thereof,
by, through or under Mortgagor. Mortgagee or any of the other Secured Parties may be a purchaser at such sale. If Mortgagee or such other
Secured Party is the highest bidder, Mortgagee or such other Secured Party may credit the portion of the purchase price that would be
distributed to Mortgagee or such other Secured Party against the Obligations in lieu of paying cash. In the event this Mortgage is foreclosed
by judicial action, appraisement of the Mortgaged Property is waived.


 


(e)   
Receiver. Make application to a court of competent jurisdiction for, and obtain from
such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment
of the Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment.
Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain
and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance
with the provisions of Section 5.6 hereof.


 









    	Credit and Guaranty Agreement

Exhibit K-5 


     


    

 


EXHIBIT
K
 


(f)    
 Other. Exercise all other rights, remedies and recourses granted under the Credit
Documents or otherwise available at law or in equity.


 


(g)    Separate
Sales. The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion
may elect. The right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.


 


15.2                        Remedies
Cumulative, Concurrent and Nonexclusive. Mortgagee and the other Secured Parties shall have
all rights, remedies and recourses granted in the Credit Documents and available at law or equity (including the UCC), which rights (a)
shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated
under the Credit Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee
or such other Secured Party, as the case may be, (c) may be exercised as often as occasion therefor shall arise, and the exercise or
failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and
(d) are intended to be, and shall be, nonexclusive. No action by Mortgagee or any other Secured Party in the enforcement of any rights,
remedies or recourses under the Credit Documents or otherwise at law or equity shall be deemed to cure any Event of Default.


 


15.3                        Release
of and Resort to Collateral. Mortgagee may release, regardless of consideration and without
the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged
Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created
in or evidenced by the Credit Documents or their status as a second priority lien and security interest in and to the Mortgaged Property.
For payment of the Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.


 


15.4                        Waiver
of Redemption, Notice and Marshalling of Assets. To the fullest extent permitted by law,
Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any
present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on
execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all
notices of any Event of Default or of Mortgagee’s election to exercise or the actual exercise of any right, remedy or recourse
provided for under the Credit Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation.


 


15.5                        Discontinuance
of Proceedings. If Mortgagee or any other Secured Party shall have proceeded to invoke any
right, remedy or recourse permitted under the Credit Documents and shall thereafter elect to discontinue or abandon it for any reason,
Mortgagee or such other Secured Party, as the case may be, shall have the unqualified right to do so and, in such an event, Mortgagor,
Mortgagee and the other Secured Parties shall be restored to their former positions with respect to the Obligations, the Credit Documents,
the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee and the other Secured Parties shall
continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event
of Default which may then exist or the right of Mortgagee or any other Secured Party thereafter to exercise any right, remedy or recourse
under the Credit Documents for such Event of Default.


 


15.6                        Application
of Proceeds. The proceeds of any foreclosure sale of the Premises, or any part thereof,
will be distributed and applied in accordance with the terms and conditions of the Credit Agreement.


 









    	Credit and Guaranty Agreement

Exhibit K-6 


     


    

 


EXHIBIT
K
 


15.7                        Occupancy
After Foreclosure. Any sale of the Mortgaged Property or any part thereof in accordance with Section 5.1(d) hereof
will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure
sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof
subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession
after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.


 


15.8                        Additional
Advances and Disbursements; Costs of Enforcement.


 


(a)   
Upon the occurrence and during the continuance of any Event of Default, Mortgagee and each
of the other Secured Parties shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of
Mortgagor. All sums advanced and expenses incurred at any time by Mortgagee or any other Secured Party under this Section 5.8,
or otherwise under this Mortgage or any of the other Credit Documents or applicable law, shall bear interest from the date that such
sum is advanced or expense incurred, to and including the date of reimbursement, computed at the highest rate at which interest is then
computed on any portion of the Obligations, and all such sums, together with interest thereon, shall be secured by this Mortgage.


 


(b)   
Mortgagor shall pay all expenses (including reasonable attorneys’ fees and expenses)
of or incidental to the perfection and enforcement of this Mortgage and the other Credit Documents, or the enforcement, compromise or
settlement of the Obligations or any claim under this Mortgage and the other Credit Documents, and for the curing thereof, or for defending
or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise.


 


15.9                        
No Mortgagee in Possession. Neither
the enforcement of any of the remedies under this Article 5, the assignment of the Rents and Leases under Article 6, the
security interests under Article 7, nor any other remedies afforded to Mortgagee under the Credit Documents, at law or in equity
shall cause Mortgagee or any other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property,
to obligate Mortgagee or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any
expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.


 


SECTION
16.    

ASSIGNMENT OF RENTS AND LEASES


 


16.1                        Assignment.
In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1
of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right,
title and interest in and to all Leases, whether now existing or hereafter entered into, and all of its right, title and interest in
and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of
Default shall have occurred and be continuing, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended
to the landlord under the Leases, including the right to receive and collect all Rents and to hold the Rents in trust for use in the
payment and performance of the Obligations and to otherwise use the same. The foregoing license is granted subject to the conditional
limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event
of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Obligations or
solvency of Mortgagor, the license herein granted shall automatically expire and terminate, without notice to Mortgagor by Mortgagee
(any such notice being hereby expressly waived by Mortgagor to the extent permitted by applicable law).


 









    	Credit and Guaranty Agreement

Exhibit K-7 


     


    

 


EXHIBIT
K
 


16.2                        Perfection
Upon Recordation. Mortgagor acknowledges that Mortgagee has taken all actions necessary to obtain, and that upon recordation
of this Mortgage Mortgagee shall have, to the extent permitted under applicable law, a valid and fully perfected, second priority, present
assignment of the Rents arising out of the Leases and all security for such Leases. Mortgagor acknowledges and agrees that upon recordation
of this Mortgage Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as
to Mortgagor and to the extent permitted under applicable law, all third parties, including, without limitation, any subsequently appointed
trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity
of commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a
receiver or taking any other affirmative action.


 


16.3                        Bankruptcy
Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder,
Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b)
of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement
of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate
after the commencement of any case in bankruptcy.


 


16.4                         No
Merger of Estates. So long as part of the Obligations secured hereby remain unpaid and undischarged,
the fee and leasehold estates to the Mortgaged Property shall not merge, but shall remain separate and distinct, notwithstanding the
union of such estates either in Mortgagor, Mortgagee, any tenant or any third party by purchase or otherwise.


 


SECTION
17.    

SECURITY AGREEMENT


 


17.1                         Security
Interest. This Mortgage constitutes a “security agreement” on personal property
within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts,
Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards. To this end, Mortgagor grants to Mortgagee a second priority
security interest in the Personalty, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance,
Condemnation Awards and all other Mortgaged Property which is personal property to secure the payment and performance of the Obligations,
and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any
notice of sale, disposition or other intended action by Mortgagee with respect to the Personalty, Fixtures, Leases, Rents, Deposit Accounts,
Property Agreements, Tax Refunds, Proceeds, Insurance and Condemnation Awards sent to Mortgagor at least ten (10) days prior to any action
under the UCC shall constitute reasonable notice to Mortgagor. In the event of any conflict or inconsistency between the terms of this
Mortgage and the terms of the Second Lien Pledge and Security Agreement with respect to the collateral covered both therein and herein,
the Second Lien Pledge and Security Agreement shall control and govern to the extent of any such conflict or inconsistency.


 


17.2                        Financing
Statements. Mortgagor shall prepare and deliver to Mortgagee such financing statements,
and shall execute and deliver to Mortgagee such documents, instruments and further assurances, in each case in form and substance satisfactory
to Mortgagee, as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee’s security
interest hereunder. Mortgagor hereby irrevocably authorizes Mortgagee to cause financing statements (and amendments thereto and continuations
thereof) and any such documents, instruments and assurances to be recorded and filed, at such times and places as may be required or
permitted by law to so create, perfect and preserve such security interest. Mortgagor represents and warrants to Mortgagee that Mortgagor's
jurisdiction of organization is the State of [_________________].


 









    	Credit and Guaranty Agreement

Exhibit K-8 


     


    

 


EXHIBIT
K
 


17.3                         Fixture
Filing and Financing Statement. This Mortgage constitutes a fixture filing and financing statement as those terms are
used in the UCC against all of the Mortgaged Property which is or is to become fixtures. The Mortgagor warrants that, as of the date
hereof, the name and address of the “Debtor” (which is the Mortgagor) are as set forth in the preamble of this Mortgage and
a statement indicating the types, or describing the items, of collateral is set forth hereinabove. The Mortgagor warrants that the Mortgagor’s
exact legal name is correctly set forth in the preamble of this Mortgage. The Mortgagee shall be deemed to be the “Secured Party”
with the address as set forth in the preamble of this Mortgage and shall have the rights of a secured party under the UCC. A statement
describing the portion of the Mortgaged Property comprising the fixtures hereby secured is set forth in Section 1.1 of this Mortgage.
The information provided in this Section 7.3 is provided so that this Mortgage shall comply with the requirements of the UCC for
a mortgage instrument to be filed as a financing statement. [Mortgagor represents and warrants to Mortgagee that Mortgagor is the record
owner of the Mortgaged Property, the employer identification number of Mortgagor is [__________] and the organizational identification
number of Mortgagor is [___________].]33


 


SECTION
18.    

[Intentionally Omitted]


 


SECTION
19.    

MISCELLANEOUS


 


19.1                       
Notices. Any notice required or permitted
to be given under this Mortgage shall be given in accordance with Section 10.1 of the Credit Agreement.


 


19.2                        Covenants
Running with the Land. All Obligations contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall
be construed as, covenants running with the Land. As used herein, “Mortgagor” shall refer to the party named in the first
paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All Persons who may have or acquire
an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement and the other
Credit Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent
of Mortgagee.


 


19.3                        Attorney-in-Fact.
Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and
with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a)
to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee deems appropriate to protect
Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, (b) upon the issuance
of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of
assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds,
Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c)
to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications
for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any
of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation
of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any
obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance shall be added
to and included in the Obligations and shall bear interest at the highest rate at which interest is then computed on any portion of the
Obligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and
(4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered
to take under this Section 9.3.


 





 






33 To
be included if local counsel advises that local law requires such statement.


 






    	Credit and Guaranty Agreement

Exhibit K-9 


     


    

 


EXHIBIT K


 


19.4                        Successors
and Assigns. This Mortgage shall be binding upon and inure to the benefit of Mortgagee, the other Secured Parties, and
Mortgagor and their respective successors and assigns. Mortgagor shall not, without the prior written consent of Mortgagee, assign any
rights, duties or obligations hereunder.


 


19.5                        No
Waiver. Any failure by Mortgagee or the other Secured Parties to insist upon strict performance
of any of the terms, provisions or conditions of the Credit Documents shall not be deemed to be a waiver of same, and Mortgagee and the
other Secured Parties shall have the right at any time to insist upon strict performance of all of such terms, provisions and conditions.


 


19.6                        Credit
Agreement. If any conflict or inconsistency exists between this Mortgage and the Credit
Agreement, the Credit Agreement shall control and govern to the extent of any such conflict or inconsistency.


 


19.7                        Release
or Reconveyance. Upon the Obligations Satisfaction Date or payment in full of the Obligations
and performance in full of the Obligations or upon a sale or other disposition of the Mortgaged Property permitted by the Credit Agreement,
Mortgagee, at Mortgagor’s request and expense, shall release the liens and security interests created by this Mortgage or reconvey
the Mortgaged Property to Mortgagor as provided in Section 9.9 of the Credit Agreement.


 


19.8                        
Waiver of Stay, Moratorium and Similar Rights.
Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take
advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent
or hinder the enforcement of the provisions of this Mortgage or the Obligations secured hereby, or any agreement between Mortgagor and
Mortgagee or any rights or remedies of Mortgagee or any other Secured Party.


 


19.9                         Applicable
Law. The provisions of this Mortgage regarding the creation, perfection and enforcement
of the liens and security interests herein granted shall be governed by and construed under the laws of the state in which the Mortgaged
Property is located. All other provisions of this Mortgage shall be governed by the laws of the State of New York (including, without
limitation, Section 5-1401 of the General Obligations Law of the State of New York).


 


19.10                      Headings.
The Article, Section and Subsection titles hereof are inserted for convenience of reference only and shall in no way alter,
modify or define, or be used in construing, the text of such Articles, Sections or Subsections.


 


19.11                      Severability.
If any provision of this Mortgage shall be held by any court of competent jurisdiction to be unlawful, void or unenforceable
for any reason, such provision shall be deemed severable from and shall in no way affect the enforceability and validity of the remaining
provisions of this Mortgage.


 


19.12                      Entire
Agreement. This Mortgage and the other Credit Documents embody the entire agreement and understanding between Mortgagee
and Mortgagor relating to the subject matter hereof and thereof and supersede all prior agreements and understandings between such parties
relating to the subject matter hereof and thereof. Accordingly, the Credit Documents may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral agreements
between the parties.


 






    	Credit and Guaranty Agreement

Exhibit K-10 


     


    

 


EXHIBIT K


 


19.13                      Application
of the Foreclosure Law. If any provision in this Mortgage shall be inconsistent with any provision of the foreclosure
laws of the state in which the Premises are located, the provisions of such laws shall take precedence over the provisions of this Mortgage,
but shall not invalidate or render unenforceable any other provision of this Mortgage that can be construed in a manner consistent with
such laws.


 


19.14                      [Last
Dollars Secured; Priority. This Mortgage secures only a portion of the Obligations owing or which may become owing by the Mortgagor
to the Secured Parties. The parties agree that any payments or repayments of such Obligations shall be and be deemed to be applied first
to the portion of the Obligations that is not secured hereby, it being the parties’ intent that the portion of the Obligations
last remaining unpaid shall be secured hereby. If at any time this Mortgage shall secure less than all of the principal amount of the
Obligations, it is expressly agreed that any repayments of the principal amount of the Obligations shall not reduce the amount of the
lien of this Mortgage until the lien amount shall equal the principal amount of the Obligations outstanding.]34


 


19.15                      Mortgagee
as Agent; Successor Agents.


 


(a)   
Agent has been appointed to act as Agent hereunder by the other Secured Parties. Agent shall
have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain
from taking any action (including, without limitation, the release or substitution of the Mortgaged Property) in accordance with the
terms of the Credit Agreement, any related agency agreement among Agent and the other Secured Parties (collectively, as amended, amended
and restated, supplemented or otherwise modified or replaced from time to time, the “Agency Documents”) and
this Mortgage. Mortgagor and all other Persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and
other acts of Agent, without inquiry into the existence of required consents or approvals of the Secured Parties therefor. In connection
with this Agreement, Agent shall have all rights, privileges, protections, indemnities, exculpations and immunities in favor of Agent
under the Credit Agreement and the other Credit Documents, including, without limitation, (i) the right to request written instructions
or confirmations from the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Agent shall
believe in good faith to be necessary) prior to taking any action hereunder, (ii) with respect to any approval, determination, designation,
or judgment to be made by Agent hereunder, the right to request that the Requisite Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as Agent shall believe in good faith shall be necessary) make or confirm such approval, determination,
designation, or judgment, and (iii) the right to appoint designees, sub-agents, or attorneys-in-fact to exercise any rights and powers
conferred on Agent hereunder.


 


(b)   
Mortgagee shall at all times be the same Person that is Agent under the Agency Documents.
Written notice of resignation by Agent pursuant to the Agency Documents shall also constitute notice of resignation as Agent under this
Mortgage. Removal of Agent pursuant to any provision of the Agency Documents shall also constitute removal as Agent under this Mortgage.
Appointment of a successor Agent pursuant to the Agency Documents shall also constitute appointment of a successor Agent under this Mortgage.
Upon the acceptance of any appointment as Agent by a successor Agent under the Agency Documents, that successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Agent as the Mortgagee under
this Mortgage, and the retiring or removed Agent shall promptly, at such successor Agent’s request and Mortgagor’s expense,
(i) assign and transfer to such successor Agent all of its right, title and interest in and to this Mortgage and the Mortgaged Property,
and (ii) execute and deliver to such successor Agent such assignments and amendments and take such other actions, as may be necessary
or appropriate in connection with the assignment to such successor Agent of the liens and security interests created hereunder, whereupon
such retiring or removed Agent shall be discharged from its duties and obligations under this Mortgage (if not previously discharged
pursuant to the Credit Agreement). After any retiring or removed Agent’s resignation or removal hereunder as Agent, the provisions
of this Mortgage and the Agency Documents and all other rights, privileges, protections, indemnities, exculpations and immunities granted
to Agent hereunder and thereunder shall inure to its benefit as to any actions taken or omitted to be taken by it under this Mortgage
while it was Agent hereunder.


 





 











34 To
be included in mortgages for states with a mortgage recording tax, to the extent required.


 






    	Credit and Guaranty Agreement

Exhibit K-11 


     


    

 


EXHIBIT K


 


19.16                      Subrogation.
If any or all of the proceeds of the Obligations are used to extinguish, extend or renew any Indebtedness heretofore existing against
the Mortgaged Property, then, to the extent of the funds so used, Mortgagee and the other Secured Parties shall be subrogated to all
of the rights, claims, liens, titles, and interests existing against the Mortgaged Property heretofore held by, or in favor of, the holder
of such Indebtedness and such former rights, claims, liens, titles, and interests, if any, are not waived but rather are continued in
full force and effect in favor of Mortgagee and the other Secured Parties and are merged with the lien and security interest created
herein as cumulative security for the repayment of the Indebtedness and the performance of the Obligations.


 


Section 9.17
Intercreditor Agreement. Notwithstanding anything herein to the contrary, the lien and security interest granted to Agent
pursuant to this Agreement and the exercise of any right or remedy by Agent hereunder are subject to the provisions of the Cash Flow
Intercreditor Agreement, dated as of April 22, 2022 (as amended, restated, supplemented or otherwise modified, replaced or refinanced
from time to time, the “Cash Flow 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 Cash Flow Intercreditor Agreement and this Agreement,
the terms of the Cash Flow Intercreditor Agreement shall govern and control.


 


SECTION
20.    

LOCAL LAW PROVISIONS


 


[To
Come]


 


[The
remainder of this page has been intentionally left blank]


 









    	Credit and Guaranty Agreement

Exhibit K-12 


     


    

 


EXHIBIT
K


 


IN WITNESS
WHEREOF, Mortgagor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused
this instrument to be duly EXECUTED AND DELIVERED by authority duly given.


 


	MORTGAGOR:	[______________________],

                                                                                a
                                            [_________________] [____________]




 





	 	By:	 
	 	 	Name:
	 	 	Title:



 









    	Credit and Guaranty Agreement

Exhibit K-13 


     


    

 


EXHIBIT
K


 


[New York
form of notary acknowledgement]


 


STATE OF
___________________        )


 )
SS.:


COUNTY
OF _________________         )


 


ON THE
____ DAY OF __________ IN THE YEAR ______ BEFORE ME, THE UNDERSIGNED, A NOTARY PUBLIC IN AND FOR SAID STATE, PERSONALLY APPEARED _______________,
PERSONALLY KNOWN TO ME OR PROVED TO ME ON THE BASIS OF SATISFACTORY EVIDENCE TO BE THE INDIVIDUAL(S) WHOSE NAME(S) IS (ARE) SUBSCRIBED
TO THE WITHIN INSTRUMENT AND ACKNOWLEDGED TO ME THAT HE/SHE/THEY EXECUTED THE SAME IN HIS/HER/THEIR CAPACITY(IES), AND THAT BY HIS/HER/THEIR
SIGNATURE(S) ON THE INSTRUMENT, THE INDIVIDUAL(S), OR THE PERSON UPON BEHALF OF WHICH THE INDIVIDUAL(S) ACTED, EXECUTED THE INSTRUMENT.


 


	 	 
	 	(SIGNATURE
                                            AND OFFICE OF INDIVIDUAL TAKING ACKNOWLEDGEMENT)







 









    	Credit and Guaranty Agreement

Exhibit K-14 


     


    

 


EXHIBIT K


 


EXHIBIT
A


 


LEGAL
DESCRIPTION


 


Legal
Description of premises located at [_____________]:


 


[See
Attached Page(s) For Legal Description]


 









    	Credit and Guaranty Agreement

Exhibit K-15 


     


    

 


EXHIBIT K


 


[EXHIBIT
B


 


PERMITTED
ENCUMBRANCES]


 


Those exceptions
set forth in Schedule B of that certain policy of title insurance issued to Mortgagee by [______________] on or about the date hereof
pursuant to commitment number [_________].


 






    	Credit and Guaranty Agreement

Exhibit K-16 


     


    

 



 


EXHIBIT K


 


[FORM OF]

INTRA-GROUP SUBORDINATION AGREEMENT


 


INTRA-GROUP
SUBORDINATION AGREEMENT


 


INTRA-GROUP
SUBORDINATION AGREEMENT, dated as of April 22, 2021, among ALTER DOMUS (US) LLC (“Alter Domus”), as Administrative
Agent (as defined below), Alter Domus, as Collateral Agent (as defined below), LANNETT COMPANY, INC., a corporation incorporated under
the laws of the State of Delaware (the “Borrower”), each subsidiary of the Borrower listed on the signature pages
hereto and each subsidiary of the Borrower that becomes a party hereto pursuant to Section 3.12 below.


 


A.               
The Borrower, certain subsidiaries of the Borrower party thereto as Guarantors, the Administrative Agent, the Collateral Agent
and the lenders party thereto from time to time have entered into the Second Lien Credit and Guaranty Agreement, dated as of the date
hereof (as amended, supplemented, restated, extended, refinanced, renewed, replaced, defeased, refunded or otherwise modified from time
to time, the “Credit Agreement”), pursuant to which, among other things, the Lenders have agreed to make loans or
otherwise to extend credit to the Borrowers upon the terms and subject to the conditions specified in the Credit Agreement.


 


B.                
Pursuant to the Credit Documents, each Guarantor has jointly and severally guaranteed to the Secured Parties the payment when
due of all Obligations.


 


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


 


Section
2.               Definitions.


 


2.1.           
Defined Terms. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them
in the Credit Agreement. As used in this Agreement, the following terms have the meanings specified below:


 


“Administrative
Agent” shall mean Alter Domus, in its capacity as administrative agent for the Lenders under the Credit Agreement and the other
Credit Documents, together with its successors and permitted assigns under the Credit Agreement.


 


“Alter
Domus” shall have the meaning set forth in the recitals.


 


“Agreement”
shall mean this Intra-Group Subordination Agreement, as amended, supplemented, restated, extended, renewed, replaced or otherwise modified
from time to time in accordance with the terms hereof.


 


“Borrower”
shall have the meanings set forth in the recitals.


 


Credit and Guaranty
Agreement


 






    Exhibit K-17


     


    

 


EXHIBIT
K


 


“Claims”
shall mean all “Obligations” as defined in the Credit Agreement, including, without limitation, the principal amount of all
Indebtedness incurred under the Credit Agreement, together with any interest, fees, attorneys’ fees, costs, expenses and indemnities
payable on account of such principal amount or otherwise in respect of, or arising under, the Credit Agreement or the Credit Documents
related thereto or any of them, including all fees and expenses of the applicable Agent thereunder (without double-counting the foregoing
amounts) plus, all interest and expenses accrued or accruing (or that would, absent the commencement of an Insolvency or Liquidation
Proceeding, accrue) after the commencement of an Insolvency or Liquidation Proceeding in accordance with and at the rate specified in
the relevant Credit Document to the extent that the claim for such interest or expense is allowed or allowable as a claim in such Insolvency
or Liquidation Proceeding.


 


“Collateral
Agent” shall mean Alter Domus, in its capacity as collateral agent for the Secured Parties under the Credit Agreement and the
other Credit Documents, together with its successors and permitted assigns under the Credit Agreement.


 


“Collateral
Documents” shall mean the “Collateral Documents” under and as defined in the Credit Agreement and any security
agreement, pledge agreement, mortgage or other agreement, document or instrument pursuant to which a Lien is now or hereafter granted
securing any Claims or under which rights or remedies with respect to such Liens securing any Claims are at any time governed, including
any amendment, supplement, restatement, extension, refinancing, renewal, replacement, defeasance, refund or other modification from time
to time.


 


“Credit
Agreement” shall have the meaning specified in the recitals hereto.


 


“Credit
Documents” shall have the meaning set forth in the Credit Agreement, including any amendment, supplement, restatement, extension,
refinancing, renewal, replacement, defeasance, refund or other modification from time to time.


 


“Debtor”
shall mean each Grantor which owes an Intra-Group Obligation to an Intra-Group Lender and is party to this Agreement on the date hereof
or which becomes a party to this Agreement in accordance with the terms of Section 3.12.


 


“Discharge
of Claims” shall mean, with respect to any Claims (other than contingent or indemnification obligations not yet due and payable
and for which no claim has been made or asserted), the full and indefeasible cash payment thereof, including any interest, fees and other
charges accruing during an insolvency proceeding (whether or not allowed in the proceeding) in accordance with the Credit Documents.


 


“Final
Discharge Date” shall mean the date on which the Discharge of Claims shall have occurred.


 


“Grantors”
shall mean the Borrower and each of the Borrower’s subsidiaries that hereafter becomes a party to any Collateral Document.


 


“Group”
shall mean the Borrower and its subsidiaries from time to time.


 


Credit and Guaranty
Agreement


 






    Exhibit K-18


     


    

 


EXHIBIT
K


 


“Indebtedness”
shall mean and include all obligations that constitute “Indebtedness” within the meaning of the Credit Agreement.


 


“Insolvency
or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any Debtor Relief Law with
respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership,
administration, administrative receivership, liquidation, reorganization, dissolution or other similar case or proceeding or declaration
of a moratorium in any applicable jurisdiction with respect to any Grantor or with respect to any of its assets, (c) any liquidation,
dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy and including the passing of a resolution or making of an order for any of the foregoing or (d) any composition, compromise,
arrangement or any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor. Notwithstanding
the foregoing, any liquidation, dissolution, reorganization, consolidation or other transaction that is permitted by Section 6.4 of the
Credit Agreement shall not be deemed to be an “Insolvency or Liquidation Proceeding.”


 


“Intra-Group
Enforcement Action” shall mean in relation to any Intra-Group Obligations:


 


(a)              
the acceleration of any Intra-Group Obligations or the making of any declaration that any Intra-Group Obligations are prematurely
due and payable;


 


(b)              
the making of any declaration that any Intra-Group Obligations are payable on demand;


 


(c)              
the making of a demand in relation to an Intra-Group Obligation that is payable on demand (other than a demand made by an Intra-Group
Lender in relation to any Intra-Group Obligations which are on-demand Obligations to the extent (i) that the demand is made in the ordinary
course of dealings between the relevant Debtor and Intra-Group Lender and (ii) that any resulting Payment would be permitted under Section
2.2);


 


(d)              
the making of any demand against any member of the Group in relation to any Intra-Group Obligations guaranteed by such member
of the Group;


 


(e)              
the exercise of any right to require any member of the Group to acquire any Intra-Group Obligations (including exercising any
put or call option against any member of the Group for the redemption or purchase of any such Intra-Group Obligations);


 


(f)               
the exercise of any right of set-off or recoupment, bankers’ lien, account combination or payment netting against any member
of the Group in respect of any Intra-Group Obligations other than the exercise of any such right which is otherwise expressly permitted
under or not prohibited by the Credit Documents to the extent that the exercise of that right gives effect to a Payment permitted under
Section 2.2;


 


(g)              
 the suing for, commencing or joining of any legal or arbitration proceedings against any member of the Group to recover any Intra-Group
Obligations; and


 


(h)              
any foreclosure proceeding, the exercise of any power of sale, the obtaining of a receiver, the seeking of default interest, the
suing on, or otherwise taking any action to enforce the obligation of any member of the Group to pay any amounts relating to any Intra-Group
Obligations or the taking of any other enforcement action against any asset or property of any member of the Group.


 


Credit and Guaranty
Agreement


 






    Exhibit K-19


     


    

 


EXHIBIT
K


 


“Intra-Group
Lenders” shall mean each member of the Group which has made a loan available to, granted credit to or made any other financial
arrangement having similar effect with, another member of the Group and which is party to this Agreement on the date hereof or which
becomes a party to this Agreement in accordance with the terms of Section 3.12.


 


“Intra-Group
Obligations” shall mean the Obligations owed by any Debtor to any of the Intra-Group Lenders.


 


“Obligations”
shall mean, (x) with respect to the Credit Documents or any Senior Creditor, the “Obligations” as defined in the Credit Agreement
and (y) with respect to any other Person, any payment, performance or other obligations of such Person of any kind, including any liability
of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim
is discharged, stayed or otherwise affected by any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing,
the Obligations of any Debtor under any Credit Document include the obligations to pay principal, reimbursement obligations under letters
of credit, interest (including interest accrued on or accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless
of whether allowed or allowable in such proceeding) or premium on any Indebtedness, letter of credit commissions (if applicable), charges,
expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by such Debtor to reimburse any amount
in respect of any of the foregoing that any Senior Creditor, in its sole discretion, may elect to pay or advance on behalf of such Debtor.


 


“Payment”
shall mean, in respect of any Obligations, a payment, prepayment, repayment, redemption, defeasance or discharge of those Obligations.


 


“Senior
Creditors” shall mean all Persons holding Claims, including the Agents and the other Secured Parties.


 


“subsidiary”
shall mean any “subsidiary” of the Borrower under the Credit Agreement.


 


2.2.           
Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
 “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to
such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in accordance with this
Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words
 “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer
to Sections of this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract
rights and (f) the term “or” is not exclusive.


 


Credit and Guaranty
Agreement


 






    Exhibit K-20


     


    

 


EXHIBIT K


 


Section
3.               Subordination
of Intra-Group Obligations to Obligations Held by Senior Creditors.


 


3.1.           
Restriction on Payments. Prior to the Final Discharge Date, no Debtor shall, and the Borrower shall procure that no other
member of the Group will, make any Payment of any Intra-Group Obligation at any time unless the making or receipt of that Payment is
permitted under Section ‎2.2.


 


3.2.           
Permitted Payments.


 


(a)              
Subject to paragraph (b) below and to the extent permitted by the Credit Agreement, the Debtors may make Payments in respect of
the Intra-Group Obligations (whether principal, interest or otherwise) from time to time when due, and members of the Group may accept
or agree to accept such Payments at any time.


 


(b)              
Notwithstanding the foregoing, no Payment in respect of Intra-Group Obligations described in paragraph (a) above may be made if
(i) such Payment would result in a breach of any Credit Document or (ii) an Event of Default under any Credit Agreement has occurred
and is continuing (for the avoidance of doubt, after the expiration of all applicable cure or grace periods), unless, solely in the case
of clause (ii) above, (x) the prior written consent of the Administrative Agent is obtained or (y) such Payment is made to facilitate
Payment of Obligations to the Senior Creditors.


 


3.3.           
Payment Obligations Continue. No Debtor shall be released from the liability to make any Payment (including of default
interest, which shall continue to accrue) in relation to any Intra-Group Obligation by the operation of Sections 2.1 and 2.2 even if
such Debtor’s obligation to make that Payment is restricted at any time by the terms of either of those Sections.


 


3.4.           
Restriction on Enforcement: Intra-Group Lenders. Each Intra-Group Lender hereby agrees that until the Final Discharge Date
pursuant to the terms of the Credit Agreement:


 


(a)       Such
Intra-Group Lender shall not, without the prior written consent of the Requisite Lenders, which consent may be withheld or conditioned
in the Requisite Lenders’ sole discretion, commence, or join or participate in, any Intra-Group Enforcement Action.


 


(b)       In
the event (i) any Event of Default under the Credit Agreement or any event of default under, and as defined in, any other Obligations
to the Senior Creditors (or the documentation governing the same) then exists or would result from such payment on the Intra-Group Obligations
(including, without limitation, pursuant to Section 8 of the Credit Agreement), or (ii) such Intra-Group Lender receives any payment
or prepayment of principal, interest or any other amount, in whole or in part, of (or with respect to) the Intra-Group Obligations in
violation of the terms of this Agreement or the Credit Agreement, then, and in any such event, any payment or distribution of any kind
or character, whether in cash, property or securities, which shall be payable or deliverable with respect to any or all of the Intra-Group
Obligations or which has been received by any Intra-Group Lender shall be held in trust by such Intra-Group Lender for the benefit of
the Senior Creditors and shall forthwith be paid or delivered directly to the Administrative Agent for application to the payment of
the Obligations to the Senior Creditors (after giving effect to the relative payment and security priorities of such Obligations), to
the extent necessary to make payment in full in cash of all sums due under the Obligations to the Senior Creditors remaining unpaid after
giving effect to any concurrent payment or distribution to the Senior Creditors. In any such event, the Senior Creditors may, but shall
not be obligated to, demand, claim and collect any such payment or distribution that would, but for these subordination provisions, be
payable or deliverable with respect to the Intra-Group Obligations. Notwithstanding the foregoing, if one or more Events of Default shall
exist, the Administrative Agent may agree in writing that payments may be made with respect to the Intra-Group Obligations which would
otherwise be prohibited pursuant to this Agreement.


 


Credit and Guaranty
Agreement


 






    Exhibit K-21


     


    

 


EXHIBIT
K


 


(c)       If
such Intra-Group Lender shall acquire by indemnification, subrogation or otherwise, any Lien or other interest in any of the assets or
properties of any Credit Party, that Lien or other interest shall be subordinate in right of payment to the Obligations to the Senior
Creditors and the Lien of such Obligations as provided herein, and such Intra-Group Lender hereby waives any and all rights it may acquire
by subrogation or otherwise to any Lien of such Obligations or any portion thereof until the Final Discharge Date.


 


(d)       In
any case commenced by or against the Borrower or any of its subsidiaries under any Debtor Relief Law, to the extent permitted by applicable
law, the Requisite Lenders shall have the exclusive right to exercise any voting rights in respect of the claims of such Intra-Group
Lender against any Credit Party.


 


(e)       If,
at any time, all or part of any payment with respect to Obligations to any Senior Creditor theretofore made (whether by the Borrower,
any other Credit Party or any other Person or enforcement of any right of setoff or otherwise) is rescinded or must otherwise be returned
by any Senior Creditor for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the
Borrower or such other Persons), the subordination provisions set forth herein shall continue to be effective or be reinstated, as the
case may be, all as though such payment had not been made.


 


(f)       After
the occurrence and during the continuance of an Event of Default, such Intra-Group Lender shall not object to the entry of any order
or orders approving any cash collateral stipulations, adequate protection stipulations or similar stipulations executed by any of the
Senior Creditors in any Insolvency or Liquidation Proceeding.


 


(g)       Such
Intra-Group Lender waives any marshalling rights with respect to the Senior Creditors in any Insolvency or Liquidation Proceeding.


 


3.5.           
Guarantees and Security. Any payments made to, or received by, any Intra-Group Lender in respect of any guaranty or security
in support of the Intra-Group Obligations shall be subject to the terms of this Agreement and applied on the same basis as payments made
directly by the obligor under such Intra-Group Obligations. To the extent that the Borrower or any of its subsidiaries (other than the
respective obligor or obligors which are already Intra-Group Lenders hereunder) provides a guaranty or any security in support of any
Intra-Group Obligations, the Intra-Group Lender which is the lender of the Intra-Group Obligations will cause each such Person to become
a party hereto (if such Person is not already a party hereto) promptly after the date of the execution and delivery of the respective
guarantee or security documentation, provided that any failure to comply with the foregoing requirements of this Section 2.5 will
have no effect whatsoever on the subordination provisions contained herein (which shall apply to all payments received with respect to
any guarantee or security for any Intra-Group Obligations, whether or not the Person furnishing such guarantee or security is a party
hereto).


 


3.6.           
Prohibited Payments. Each Intra-Group Lender hereby acknowledges and agrees that no payments will be accepted by it in
respect of the Intra-Group Obligations (unless promptly turned over to the Senior Creditors as contemplated by Section 2.4 above), to
the extent such payments would be prohibited under any Obligations to the Senior Creditors (or the documentation governing the same).


 


Credit and Guaranty
Agreement


 






    Exhibit K-22


     


    

 


EXHIBIT
K


 


3.7.           
Representations. Each Intra-Group Lender and Debtor represents and warrants to the Senior Creditors as of the date hereof
that:


 


(a)              
it is a limited liability company, corporation or partnership duly organized, incorporated or formed and validly existing under
the laws of its jurisdiction of organization, incorporation or formation;


 


(b)              
the obligations expressed to be assumed by it in this Agreement are legal, valid and binding obligations, enforceable against
such Intra-Group Lender or Debtor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization,
fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair
dealing;


 


(c)              
the entry into and performance by it of this Agreement does not and will not:


 


		(i)	violate
                                            any law, rule or regulation applicable to it or its Organizational Documents; or



 


		(ii)	constitute
                                            a default or termination event (however described) under any agreement or instrument binding
                                            on it or any of its assets which would reasonably be expected to have a Material Adverse
                                            Effect; and



 


(d)              
Schedule I sets forth a list of all Intra-Group Obligations, other than those which aggregate less than $5.0 million, which, together
with any and all of the instruments, agreements and/or documents related thereto, are subject to (or in accordance with the Credit Agreement,
will be subject to) the terms of this Agreement.


 


3.8.           
Change of Intra-Group Lender. To the extent permitted by the Credit Documents, any Intra-Group Lender may assign any of
its rights and benefits or transfer any of its rights, benefits and obligations in respect of any Intra-Group Obligations owing to such
Intra-Group Lender to another member of the Group if that member of the Group is already party to this Agreement or accedes to this Agreement
as an Intra-Group Lender pursuant to Section 3.12 below. With effect from the date of delivery of notice to the Administrative Agent
that all of the Intra-Group Obligations owing to an Intra-Group Lender have been assigned or transferred (and if applicable, the accession
of a new Intra-Group Lender pursuant to Section 3.12 has occurred), the Intra-Group Lender assigning or transferring such Intra-Group
Obligations shall cease to be an Intra-Group Lender hereunder and shall be discharged from its rights, benefits and obligations hereunder
solely as an Intra-Group Lender and the replacement Intra-Group Lender shall assume the same obligations hereunder as an Intra-Group
Lender and become entitled to the same rights and benefits hereunder as an Intra-Group Lender, as if it had been an original Intra-Group
Lender as of the date of this Agreement.


 


3.9.           
New Intra-Group Lender. If, on or after the date of this Agreement, any member of the Group that is not a Grantor makes
any loan to, or grants any credit to, or makes any other financial arrangement having a similar effect with any Debtor, the Borrower
will procure that the member of the Group giving that loan, granting that credit or making that other financial arrangement (if not already
a party to this Agreement as an Intra-Group Lender) accedes to this Agreement as an Intra-Group Lender, pursuant to Section ‎3.12.


 


Credit and Guaranty
Agreement


 






    Exhibit K-23


     


    

 


EXHIBIT
K


 


3.10.       
New Grantor. The Borrower will procure that each member of the Group that is a Grantor under any of the Credit Documents
becomes a party to this Agreement promptly after it becomes a Grantor under any of the Credit Documents.


 


3.11.       
Subordination. (a) Anything to the contrary notwithstanding, all Intra-Group Obligations shall be subordinate and junior
in right of payment, to the extent and in the manner herein set forth, to the prior payment in full, in cash, and performance of all
Obligations under the Credit Documents. The foregoing shall apply notwithstanding the availability of collateral to the Senior Creditors
or the holders of Intra-Group Obligations or the actual date and time of execution, delivery, recordation, filing or perfection of any
Liens granted with respect to the Obligations to the Senior Creditors, or the Lien or priority of payment thereof, and in any instance
wherein such Obligations or any claim for such Obligations is subordinated, avoided or disallowed, in whole or in part, under any Debtor
Relief Law. In the event of an Insolvency or Liquidation Proceeding with respect to any Debtor, (i) the Senior Creditors shall be entitled
to receive indefeasible payment in full in cash of all such Obligations before any Intra-Group Lender is entitled to receive any payment
on account of any Intra-Group Obligation, (ii) the Senior Creditors shall be entitled to receive any payment or distribution of any kind
or character, whether in cash, property or securities or by set-off or otherwise, which may be payable or deliverable in any Insolvency
or Liquidation Proceeding in respect of any Intra-Group Obligation, (iii) until the Final Discharge Date, any payment or distribution
of assets of any Debtor of any kind or character, whether in cash, property or securities, to which any Intra-Group Lender would be entitled,
except for payments permitted under Section 2.2, shall be paid or delivered by each applicable Debtor directly to the Administrative
Agent for application in accordance with the Credit Documents, (iv) each Intra-Group Lender shall execute, verify, deliver and file any
proofs of claim in respect of the Intra-Group Obligations requested by an Agent in connection with any such Insolvency or Liquidation
Proceeding and hereby irrevocably authorizes, empowers and appoints each Agent as its agent and attorney-in-fact (and to the extent required
by applicable law, grant a power of attorney to each Agent on such terms as such Agent may reasonably require) to: (A) execute, verify,
deliver and file such proofs of claim upon the failure of any applicable Intra-Group Lender promptly to do so prior to 15 calendar days
before the expiration of the time to file any such proof of claim, and (B) vote such claim in any such Insolvency or Liquidation Proceeding
upon the failure of any applicable Intra-Group Lender to do so prior to five days before the expiration of the time to vote any such
claim; provided that (x) no Agent shall have an obligation to execute, verify, deliver, file and vote any such proof of claim
and (y) if an Agent is not entitled to take any actions contemplated in clause (A) or (B) above and an Agent requests any Intra-Group
Lender or Debtor to take that action, the relevant Intra-Group Lender or Debtor shall take that action itself in accordance with the
instructions of such Agent. In the event that an Agent votes any claim in accordance with the authority granted hereby, the Intra-Group
Lender shall not be entitled to change or withdraw such vote.


 


(b)       In
any Insolvency or Liquidation Proceeding relating to any Debtor, each Intra-Group Lender agrees that the Senior Creditors shall be entitled
to receive payment in full in cash of all their respective Obligations (including interest accrued on or accruing after the commencement
of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding) before any Intra-Group Lender
receives payment of any amount in respect of Intra-Group Obligations. No right of the Lenders to enforce the subordination of the Debtors’
obligations hereunder may be impaired by any act or failure to act by any Debtor or any Intra-Group Lender or by the failure of any Debtor
or any Intra-Group Lender to comply with this Agreement. No failure or delay on the part of any party hereto or any Senior Creditor in
exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
If any Debtor or any Intra-Group Lender violates any of the terms of this Section 2, in addition to any remedies in law, equity or otherwise,
each Agent and each other Senior Creditor may restrain such violation in any court of law and may interpose this Agreement as a defense
in any action by any Intra-Group Lender. Each Intra-Group Lender hereto acknowledges that to the extent that no adequate remedy at law
exists for breach of its obligations under this Agreement, in the event any Intra-Group Lender fails to comply with its obligations hereunder,
each Agent shall have the right to obtain specific performance of the obligations of such defaulting Intra-Group Lender, injunctive relief
or such other equitable relief as may be available.


 


Credit and Guaranty
Agreement


 






    Exhibit K-24


     


    

 


EXHIBIT
k


 


Section
4.               Miscellaneous.


 


4.1.           
Term of this Agreement; Severability. This Agreement shall terminate upon the Final Discharge Date. The terms of this Agreement
shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


4.2.           
Amendments; Waivers. No amendment, supplement, modification, waiver or termination of this Agreement shall be effective
against a party against whom the enforcement of such amendment, supplement, modification, waiver or termination would be asserted, unless
such amendment, supplement, modification, waiver or termination was made in a writing signed by such party; provided that amendments
hereto shall be effective as against the Senior Creditors only if executed and delivered by the Agents.


 


4.3.           
Information Concerning Financial Condition of the Borrower and the Subsidiaries. The Agents and the other Senior Creditors
shall have no duty to advise any other party hereunder of information known to it or them regarding the financial condition of the Borrower
and its subsidiaries or otherwise. In the event that any Agent or any other Senior Creditor, in its sole discretion, undertakes at any
time or from time to time to provide any such information to any other party, it shall be under no obligation (w) to make, and the Agents
and the other Senior Creditors shall not make or be deemed to make, any express or implied representation or warranty, including with
respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information
or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information
that, pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required
to maintain confidential. The Debtors agree that any information provided to the Agents or any other Senior Creditor may be shared by
such Person with any of the other Lenders notwithstanding a request or demand by such Debtor that such information be kept confidential;
provided that such information shall otherwise be subject to the respective confidentiality provisions in the Credit Agreement,
as applicable.


 


4.4.           
Consent to Jurisdiction; Waivers. The parties hereto consent to the exclusive jurisdiction of any state or federal court
located in the New York County of the State of New York, and consent that all service of process may be made by registered mail directed
to such party as provided in Section 3.5 for such party or, in the case of a Debtor, to the agent for service of process for such Person
designated in the Credit Agreement. Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid.
The parties hereto waive any objection to any action instituted hereunder in any such court based on forum non conveniens, and any objection
to the venue of any action instituted hereunder in any such court. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF.


 


4.5.           
 Notices. All notices to the Senior Creditors permitted or required under this Agreement may be sent to the Administrative
Agent as provided in the Credit Agreement. All communications and notices hereunder shall (except as otherwise permitted herein) be in
writing and given as provided in Section 10.1 of the Credit Agreement (or, as to each party hereto that is not a Grantor, at such other
address as may be designated by such party in a written notice to all of the other parties).


 


Credit and Guaranty
Agreement


 






    Exhibit K-25


     


    

 


EXHIBIT
K


 


4.6.           
Governing Law. This Agreement shall be interpreted, and the rights and liabilities of the parties bound hereby determined,
in accordance with the laws of the State of New York.


 


4.7.           
Section Titles. The section titles contained in this Agreement are and shall be without substantive meaning or content
of any kind whatsoever and are not a part of this Agreement.


 


4.8.           
Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or electronic
transmission, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an
executed counterpart to this Agreement by facsimile or any other electronic transmission (e.g., “PDF” or “TIFF”)
shall be as effective as delivery of a manually signed original.


 


4.9.           
Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants
to the other parties hereto that it is duly authorized to execute this Agreement. By acceptance of the benefits of this Agreement, each
Senior Creditor (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Administrative
Agent as its administrative agent and the Collateral Agent as its collateral agent hereunder, (b) to confirm that, notwithstanding anything
to the contrary contained herein, the authority to enforce rights and remedies hereunder against the Credit Parties or any of them shall
be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained
exclusively by, the Agents in accordance with Section 9 of the Credit Agreement for the benefit of the Senior Creditors and (c) to agree
to be bound by the terms of this Agreement.


 


4.10.       
No Third Party Beneficiaries; Successors and Assigns. This Agreement and the rights and benefits hereof shall inure to
the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit
of each of, and be binding upon, the Senior Creditors. No other Person shall have or be entitled to assert rights or benefits hereunder.
Without limiting the generality of the foregoing, any Person to whom a Senior Creditor assigns or otherwise transfers all or any portion
of the Obligations under the Credit Documents in accordance with the applicable Credit Documents, as the case may be, shall become vested
with all the rights and obligations in respect thereof granted to such Senior Creditors, without any further consent or action of the
other Senior Creditors.


 


4.11.       
Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement
shall be effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Borrower
or any other Debtor shall include the Borrower or any other Debtor as debtor and debtor-in-possession and any receiver or trustee for
the Borrower or any other Debtor (as the case may be) in any Insolvency or Liquidation Proceeding.


 


4.12.       
Supplements. Upon the execution by any member of the Group of a supplement hereto in substantially the form attached as
Annex I hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent, such member shall be a
party to this Agreement and shall be bound by the provisions hereof to the same extent as each other member party hereto is so bound,
it being understood that any member of the Group that is not a Grantor shall be subject to the provisions hereof solely as an Intra-Group
Lender.


 


Credit and Guaranty
Agreement


 






    Exhibit K-26


     


    

 


EXHIBIT
K


 


4.13.       
Acknowledgement and Consent. To the extent any of the Intra-Group Obligations owing by any Debtor are pledged by any Intra-Group
Lender under any Collateral Document, each such Debtor hereby acknowledge (a) notice of such Collateral Document, and consents to the
terms and provisions thereof, including the pledge and assignment to the Collateral Agent of the Intra-Group Lender’s right, title
and interest in any such Intra-Group Obligation under each such Collateral Document, (b) that such Intra-Group Lender has provided it
with notice of the right of the Collateral Agent in the exercise of its rights and remedies under such Collateral Document to make all
demands, give all notices, take all actions and exercise all rights of the Grantor with respect to such Intra-Group Obligations, and
(c) that the Collateral Agent or its designee shall be entitled to exercise any and all rights and remedies of such Intra-Group Lender
with respect to such Intra-Group Obligations in accordance with the terms of such Collateral Document, and each such Debtor shall comply
in all respects with such exercise. In the event of any conflict between the provisions of this Agreement and the provisions of the documents
governing the Intra-Group Obligations, the provisions of this Agreement shall prevail. Each Intra-Group Lender agrees to be fully bound
by all terms and provisions contained in this Agreement, both with respect to any Intra-Group Obligations (including any guarantees thereof
and security therefor) owed to it, and with respect to all Intra-Group Obligations (including all guarantees thereof and security therefor)
owing to it.


 


4.14.       
Conflict. In the event of a conflict between a term of this Agreement and a term of the Credit Agreement, the terms of
the Credit Agreement shall prevail and this Agreement shall continue in full force and effect as if the relevant term of the Credit Agreement
had been incorporated into this Agreement (mutatis mutandis) in place if such conflicting term.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


Credit and Guaranty
Agreement


 






    Exhibit K-27


     


    

 


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


 


	 	LANNETT COMPANY, INC.




 


		By:	 
	 	Name:	 
	 	Title:	 



 


	 	LANNETT HOLDINGS,
  INC.




 


	 	By:	
	 	 	Name:
	 	 	Title:




 


	 	CODY LABORATORIES,
  INC.




 


	 	By:	
	 	 	Name:
	 	 	Title:


 


	 	SILARX PHARMACEUTICALS,
  INC.




 


	 	By:	
	 	 	Name:
	 	 	Title:


 


	 	KREMERS URBAN PHARMACEUTICALS
  INC.




 


	 	By:	
	 	 	Name:
	 	 	Title:


 


[Signature
Page to Intra-Group Subordination Agreement]


 






    


     


    

 


	 	ALTER DOMUS (US) LLC, as the Administrative
  Agent and Collateral Agent




 











		By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
Page to Intra-Group Subordination Agreement]


 






     


     


    

 


SCHEDULE
I


 


LIST
OF INTRA-GROUP OBLIGATIONS / INTERCOMPANY LOAN AGREEMENTS


 


Second Amended
and Restated Revolving Credit Note, dated as of November 9, 2015, in the maximum principal amount of $100,000,000, made by Cody Laboratories,
Inc. in favor of Lannett Company, Inc. pursuant to that certain Second Amended and Restated Revolving Credit Agreement, dated as of November
9, 2015, by and between Cody Laboratories, Inc. and Lannett Company, Inc.


 


Revolving
Credit Note, dated May 19, 2004, made by Lannett Company, Inc. in favor of Lannett Holdings, Inc. pursuant to that certain Loan Agreement,
dated as of May 19, 2004, between Lannett Holdings, Inc. and Lannett Company, Inc., as amended by that certain First Amendment to Loan
Agreement, dated as of January 1, 2002, between Lannett Holdings, Inc. and Lannett Company, Inc., that certain Second Amendment to Loan
Agreement, dated as of November 7, 2008, between Lannett Holdings, Inc. and Lannett Company, Inc., that certain Third Amendment to Loan
Agreement, dated as of February 17, 2011, between Lannett Holdings, Inc. and Lannett Company, Inc., that certain Fourth Amendment to
Loan Agreement, dated as of November 14, 2013, between Lannett Holdings, Inc. and Lannett Company, Inc. and that certain Fifth Amendment
to Loan Agreement, dated as of November 13, 2014, between Lannett Holdings, Inc. and Lannett Company, Inc., in the maximum principal
amount of $60,000,000


 


Credit and Guaranty
Agreement


 






    Exhibit L-14


     


    

 


EXHIBIT
L


 


[FORM OF]


INTRA-GROUP
SUBORDINATION AGREEMENT SUPPLEMENT


 


THIS
SUPPLEMENT (this “Agreement”), dated as of _____________, ____, is made by _____________________, a ______________________
(the “New Subsidiary”). Reference is made to the Intra-Group Subordination Agreement, dated as of December [__], 2020,
among ALTER DOMUS (US) LLC (“Alter Domus”) as administrative agent under the Credit Agreement (the “Administrative
Agent”), Alter Domus, as collateral agent under the Credit Agreement (the “Collateral Agent”), LANNETT COMPANY,
INC., a corporation incorporated under the laws of the State of Delaware (the “Borrower”), and the other parties thereto
(as amended, restated, supplemented, extended, renewed, replaced or otherwise modified and in effect from time to time, the “Existing
Agreement”). Capitalized terms used herein but not otherwise defined shall have the meanings provided in the Existing Agreement.


 


The
New Subsidiary hereby agrees as follows with the Administrative Agent, for the benefit of the Senior Creditors:


 


1.              
The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New Subsidiary will
be deemed to be a party to the Existing Agreement for all purposes of the Existing Agreement and the other Credit Documents, and shall
have all of the obligations of a Debtor (to the extent it is a Grantor and owes any Intra-Group Obligations) and an Intra-Group Lender
(to the extent it is owed any Intra-Group Obligations) thereunder as if it had executed the Existing Agreement. The New Subsidiary hereby
ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Existing Agreement,
including without limitation, all of the representations and warranties set forth in Sections 2.7 and 3.9 of the Existing Agreement,
which are deemed to be made as of the date hereof by the New Subsidiary.


 


2.              
The New Subsidiary acknowledges and confirms that it has received a copy of the Existing Agreement.


 


3.              
The New Subsidiary agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will
execute and deliver such further documents and do such further acts and things as the Administrative Agent may reasonably request in
order to effect the purposes of this Agreement.


 


4.              
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.


 


5.              
This Agreement (a) may be executed in two or more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute one contract and (b) may, upon execution, be delivered by facsimile or other electronic submission
(e.g. “PDF” or “TIFF”), which shall be deemed for all purposes to be as effective as delivery of a manually signed
original.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


Credit and Guaranty
Agreement


 






    Exhibit L-15 


     


    

 


SCHEDULE
I


 


IN
WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly executed by its authorized officer as of the day and year first
above written.


 


	 	[NEW SUBSIDIARY] 




 


	 	By:	
	 	 	Name:
	 	 	Title:




  


Credit and Guaranty
Agreement


 






    Exhibit L-16 


     


    

 



 


Exhibit
M


 


[FORM OF]

CASH FLOW INTERCREDITOR AGREEMENT


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit M-1


     


    

 


Exhibit
M


 


TABLE OF CONTENTS


Page




	ARTICLE I	 
	DEFINITIONS	 
	Section 1.1   UCC
    Definitions	M-6
	Section 1.2   Other
    Definitions	M-6
	Section 1.3   Rules
    of Construction	M-28
	 	 
	ARTICLE II	 
	LIEN PRIORITY	 
	Section 2.1   Agreement
    to Subordinate	M-28
	Section 2.2   Waiver
    of Right to Contest Liens	M-34
	Section 2.3   Remedies
    Standstill	M-35
	Section 2.4   Exercise
    of Rights	M-37
	Section 2.5   [RESERVED]	M-38
	Section 2.6   Waiver
    of Marshalling	M-38
	 	 
	ARTICLE III	 
	ACTIONS OF THE PARTIES	 
	Section 3.1   Certain
    Actions Permitted	M-38
	Section 3.2   Agent
    for Perfection	M-38
	Section 3.3   Sharing
    of Information and Access	M-39
	Section 3.4   Insurance	M-39
	Section 3.5   No
    Additional Rights for the Credit Parties Hereunder	M-40
	Section 3.6   Actions
    upon Breach	M-40
	Section 3.7   Purchase
    Rights	M-40
	 	 
	ARTICLE IV	 
	APPLICATION OF PROCEEDS	 
	Section 4.1   Application
    of Proceeds	M-43
	Section 4.2   Specific
    Performance	M-45
	 	 
	ARTICLE V	 
	INTERCREDITOR ACKNOWLEDGEMENTS AND
    WAIVERS	 
	Section 5.1   Notice
    of Acceptance and Other Waivers	M-46
	Section 5.2   Modifications
    to Senior Priority Documents and Junior Priority Documents	M-47
	Section 5.3   Reinstatement
    and Continuation of Agreement	M-51



 


Credit and Guaranty Agreement


 






    Exhibit M-2


     


    

 


Exhibit M


 


	ARTICLE VI	 
	INSOLVENCY PROCEEDINGS	 
	Section 6.1   DIP
    Financing	M-51
	Section 6.2   Relief
    from Stay	M-52
	Section 6.3   No
    Contest	M-52
	Section 6.4   Asset
    Sales; Plan of Reorganization	M-52
	Section 6.5   Separate
    Grants of Security and Separate Classification	M-53
	Section 6.6   Enforceability	M-53
	Section 6.7   Senior
    Priority Obligations Unconditional	M-53
	Section 6.8   Junior
    Priority Obligations Unconditional	M-54
	Section 6.9   Adequate
    Protection	M-55
	 	 
	ARTICLE VII	 
	MISCELLANEOUS	 
	Section 7.1   Rights
    of Subrogation	M-55
	Section 7.2   Further
    Assurances	M-56
	Section 7.3   Representations	M-56
	Section 7.4   Amendments	M-56
	Section 7.5   Addresses
    for Notices	M-57
	Section 7.6   No
    Waiver, Remedies	M-57
	Section 7.7   Continuing
    Agreement; Transfer of Secured Obligations	M-58
	Section 7.8   Governing
    Law; Entire Agreement	M-58
	Section 7.9   Counterparts	M-58
	Section 7.10   No
    Third-Party Beneficiaries	M-58
	Section 7.11   Designation
    of Additional Indebtedness; Joinder of Additional Agents	M-58
	Section 7.12   Senior
    Priority Representative; Notice of Senior Priority Representative Change	M-60
	Section 7.13   Cash
    Flow Collateral Representative	M-60
	Section 7.14   Provisions
    Solely to Define Relative Rights	M-61
	Section 7.15   Headings	M-61
	Section 7.16   Severability	M-61
	Section 7.17   Attorneys’
Fees	M-61
	Section 7.18   VENUE;
    JURY TRIAL WAIVER	M-61
	Section 7.19   Intercreditor
    Agreement	M-62
	Section 7.20   No
    Warranties or Liability	M-62
	Section 7.21   Conflicts	M-62
	Section 7.22   Information
    Concerning Financial Condition of the Credit Parties	M-63
	Section 7.23   Excluded
Assets	M-63


 


Credit and Guaranty
Agreement


 






    Exhibit M-3


     


    

 


Exhibit
M


 


	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



 


Credit and Guaranty
Agreement


 






    Exhibit M-iv


     


    

 


Exhibit
M 


 


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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-5


     


    

 


Exhibit
M


 


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).


 


Credit and Guaranty
Agreement


 






    Exhibit M-6


     


    

 


Exhibit
M


 


“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).


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-7


     


    

 


EXHIBIT M


 


“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.


 


“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).


 


Credit and Guaranty
Agreement


 






    Exhibit M-8


     


    

 


Exhibit
M


 


“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);


 


(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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-9


     


    

 


Exhibit
M


 


“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.


 


“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.


 


Credit
and Guaranty Agreement


 






    Exhibit M-10


     


    

 


Exhibit
M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-11


     


    

 


Exhibit
M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-12


     


    

 


Exhibit
M


 


“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).


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-13


     


    

 


Exhibit
M


 


“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.


 


“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.


 


Credit
and Guaranty Agreement


 






    Exhibit M-14


     


    

 



 


EXHIBIT
M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-15


     


    

 


EXHIBIT
M


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-16


     


    

 


EXHIBIT
M


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-17


     


    

 


EXHIBIT
M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-18


     


    

 


EXHIBIT
M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-19


     


    

 


EXHIBIT
M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-20


     


    

 


EXHIBIT
M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-21


     


    

 


EXHIBIT M


 


“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).


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-22


     


    

 


EXHIBIT M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-23


     


    

 


EXHIBIT M


 


“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).


 


“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


 


Credit
and Guaranty Agreement


 






    Exhibit M-24


     


    

 


EXHIBIT
M


 


(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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-25


     


    

 


EXHIBIT M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-26


     


    

 


EXHIBIT M


 


“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.


 


“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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-27


     


    

 


EXHIBIT M


 


“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.


 


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:


 


Credit and Guaranty
Agreement


 






    Exhibit M-28


     


    

 


EXHIBIT M


 


(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;


 


Credit
and Guaranty Agreement


 






    Exhibit M-29


     


    

 


EXHIBIT
M


 


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.


 


(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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-30


     


    

 


EXHIBIT
M


 


(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).


 


(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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-31


     


    

 


EXHIBIT
M


 


(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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-32


     


    

 


EXHIBIT
M


 


(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).


 


Credit and Guaranty
Agreement


 






    Exhibit M-33


     


    

 


EXHIBIT
M


 


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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-34


     


    

 


EXHIBIT
M


 


(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.





 


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:


 


Credit
and Guaranty Agreement


 






    Exhibit M-35


     


    

 


EXHIBIT
M


 


(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.


 


(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.


 


Credit
and Guaranty Agreement


 






    Exhibit M-36


     


    

 



 


EXHIBIT M


 


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].


 






    Credit and Guaranty Agreement
 
Exhibit M-37 


    EXHIBIT M


    

 


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.


 


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.


 






    Credit and Guaranty Agreement
 
Exhibit M-38 


    EXHIBIT M


    

 


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.


 






    Credit and Guaranty Agreement
 
Exhibit M-39 


    EXHIBIT M


    

 


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”).


 






    Credit and Guaranty Agreement
 
Exhibit M-40 


    EXHIBIT M


    

 


(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.


 






    Credit and Guaranty Agreement
 
Exhibit M-41 


    EXHIBIT M


    

 


(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.


 


(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.


 






    Credit and Guaranty Agreement
 
Exhibit M-42 


    EXHIBIT M


    

 


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.


 


(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.


 






    Credit and Guaranty Agreement
 
Exhibit M-43 


    EXHIBIT M


    

 


(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.


 


(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.


 






    Credit and Guaranty Agreement
 
Exhibit M-44 


    EXHIBIT M


    

 


(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.


 


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.


 






    Credit and Guaranty Agreement
 
Exhibit M-45 


    EXHIBIT M


    

 


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.


 






    Credit and Guaranty Agreement
 
Exhibit M-46 


    EXHIBIT M


    

 


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.


 






    Credit and Guaranty Agreement
 
Exhibit M-47 


    EXHIBIT M


    

 


(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:


 


(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.”


 






    Credit and Guaranty Agreement
 
Exhibit M-48 


    EXHIBIT M


    

 


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


 


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


 






    Credit and Guaranty Agreement
 
Exhibit M-49 


    EXHIBIT M


    

 


(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.


 






    Credit and Guaranty Agreement
 
Exhibit M-50 


    EXHIBIT M


    

 


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.


 


(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.


 






    Credit and Guaranty Agreement
 
Exhibit M-51 


    EXHIBIT M


    

 


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.


 


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.


 






    Credit and Guaranty Agreement
 
Exhibit M-52 


     


    

 



 


EXHIBIT M


 


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;


 


Credit and Guaranty
Agreement 






    Exhibit M-53


     


    

 


EXHIBIT M


 


(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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-54


     


    

 


EXHIBIT M


 


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.


 


Credit and Guaranty
Agreement


 



    Exhibit M-55


     


    




 


EXHIBIT M


 


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


 


Section
7.3       Representations. The 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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-56


     


    

 


EXHIBIT M


 


(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.


 


	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.


 


Credit
and Guaranty Agreement


 






    Exhibit M-57


     


    

 


EXHIBIT M


 


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.


 


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;


 


Credit
and Guaranty Agreement


 






    Exhibit M-58


     


    

 


EXHIBIT M


 


(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.


 


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.


 


Credit
and Guaranty Agreement


 






    Exhibit M-59


     


    

 


EXHIBIT M


 


(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.


 


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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-60


     


    

 


EXHIBIT M


 


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.


 


Credit and Guaranty
Agreement


 






    Exhibit M-61


     


    

 


EXHIBIT M


 


(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.


 


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.


 


Credit
and Guaranty Agreement


 






    Exhibit M-62


     


    

 


EXHIBIT M


 


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.


 


Credit
and Guaranty Agreement


 






    Exhibit M-63


     


    

 


EXHIBIT M


 


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]


 


Credit and Guaranty
Agreement


 






    Exhibit M-64


     


    







 


EXHIBIT I


 


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: 	                                  
	 	 	Name:
	 	 	Title:
	 	 
	 	ALTER DOMUS (US) LLC, in its capacity
    as Initial Junior Priority Agent
	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:






 


Credit and Guaranty
Agreement


 






    Exhibit M-65


     


    

 


EXHIBIT M


 








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:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	LANNETT
    HOLDINGS, INC. 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CODY
    LABORATORIES, INC. 
	 	 
	 	By:	                     
	 	 	Name:
	 	 	Title:
	 	 
	 	SILARX
    PHARMACEUTICALS, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Credit
and Guaranty Agreement


 






    Exhibit M-66


     


    

 


EXHIBIT M


 


	 	KREMERS URBAN PHARMACEUTICALS INC. 
	 	 
	 	By:	                     
	 	 	Name:
	 	 	Title:






 


Credit and Guaranty
Agreement


 






    Exhibit M-67


     


    







 


EXHIBIT I


 


EXHIBIT A 


 


 


ADDITIONAL INDEBTEDNESS
DESIGNATION


 


DESIGNATION dated
as of _______ __, 20__, by [LANNETT COMPANY, INC.]35 (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]].36
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”)].37


 


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.


 







 





 






	 	35	Revise as appropriate to refer
    to any permitted successor or assign.
	 	 	 
	 	36	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.
	 	 	 
	 	37	Revise as appropriate to refer
    to the relevant Additional Credit Facility, Additional Credit Facility Secured Parties and any Additional Agent.



 


Credit
and Guaranty Agreement


 






    Exhibit M-68


     


    

 


EXHIBIT M


 








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].


 


Credit and Guaranty
Agreement


 



    Exhibit M-69


     


    

 


EXHIBIT M


 





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:



 


Credit and Guaranty
Agreement


 






    Exhibit M-70


     


    

 


EXHIBIT I


 


EXHIBIT B


 


 








ADDITIONAL INDEBTEDNESS
JOINDER


 


JOINDER, dated
as of _______________, 20__, among [COMPANY]38 (“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”)39
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”)40 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”)].41


 


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,]42
hereby agrees with the Cash Flow Agent, the Initial Junior Priority Agent and any other Additional Agent party to the Intercreditor
Agreement as follows:


 


 






	 	38	Revise as appropriate to refer
    to any permitted successor or assign.
	 	 	 
	 	39	Revise as appropriate to refer
    to any successor Cash Flow Agent.
	 	 	 
	 	40	Revise as appropriate to refer
    to any successor Initial Junior Priority Agent.
	 	 	 
	 	41	Revise as appropriate to refer
    to the relevant Additional Credit Facility, Additional Credit Facility Secured Parties and any Additional Agent.
	 	 	 
	 	42	Revise as appropriate to refer
    to any Additional Agent being added hereby and any Additional Credit Facility Secured Parties represented thereby.



 


Credit and Guaranty
Agreement


 






    Exhibit M-71


     


    

 


EXHIBIT M


 


Section 1. Agreement
to be Bound. The [Joining Additional Agent, for itself and on behalf of the Joining Additional Creditors,]43
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.


 


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 Obligations44
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,45
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.


 


 






	 	43	Revise references throughout as appropriate to refer to the party or parties
    being added.
	 	 	 
	 	44	Add reference to any previously added Additional Credit Facility and related
    Additional Obligations as appropriate.
	 	 	 
	 	45	Add reference to any previously added Additional Credit Facility and related
    Additional Documents as appropriate.



 


Credit and Guaranty
Agreement


 






    Exhibit M-72


     


    

 


EXHIBIT M


 


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]


 


Credit and Guaranty
Agreement


 






    Exhibit M-73


     


    

 


EXHIBIT M


 








[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”)1
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”)2 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 Agent3,
[and] the Initial Junior Priority Agent4 [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”)].5


 


The Joining [Cash
Flow][Initial Junior Priority] Agent, on behalf of the Joining [Cash Flow][Initial Junior Priority]6
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:


 


 






	 	1	Revise as appropriate to refer
    to any successor Cash Flow Agent.
	 	 	 
	 	2	Revise as appropriate to refer
    to any successor Initial Junior Priority Agent.
	 	 	 
	 	3	Revise as appropriate to describe
    predecessor Cash Flow Agent or Cash Flow Secured Parties, if joinder is for a new Cash Flow Credit Agreement.
	 	 	 
	 	4	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.
	 	 	 
	 	5	Revise
    as appropriate to refer to the new credit facility, Secured Parties and Agents.
	 	 	 
	 	6	Revise
    as appropriate to refer to any Agent being added hereby and any Secured Parties represented thereby.



 


Credit and Guaranty
Agreement


 






    Exhibit M-74


     


    







 


EXHIBIT M


 


Section 1. Agreement
to be Bound.7 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.


 


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]


 





 














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



 


Credit and Guaranty
Agreement


 






    Exhibit M-75


     


    





 


EXHIBIT N


 


[FORM OF]

ABL/TERM LOAN INTERCREDITOR AGREEMENT


 






     


     


    

 


EXHIBIT N


 


 


INTERCREDITOR AGREEMENT


 


by
and between


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as ABL Agent,


 


and


 


ALTER
DOMUS (US) LLC

as Term Loan Agent


 


Dated
as of December 7, 2020







 


 


Credit
and Guaranty Agreement






    Exhibit N-1


     


    

 


EXHIBIT
N


 





Table
of Contents


 


Page


 




	ARTICLE
    1 Definitions	N-5
	Section
    1.1 UCC Definitions	N-5
	Section
    1.2 Other Definitions	N-5
	Section
    1.3 Rules of Construction	N-31
	ARTICLE
    2 Lien Priority	N-32
	Section
    2.1 Agreement to Subordinate	N-32
	Section
    2.2 Waiver of Right to Contest Liens	N-37
	Section
    2.3 Remedies Standstill	N-40
	Section
    2.4 Exercise of Rights	N-48
	Section
    2.5 No New Liens	N-54
	Section
    2.6 Waiver of Marshalling	N-58
	ARTICLE
    3 Actions of the Parties	N-58
	Section
    3.1 Certain Actions Permitted	N-58
	Section
    3.2 Agent for Perfection	N-59
	Section
    3.3 Sharing of Information and Access	N-60
	Section
    3.4 Insurance	N-60
	Section
    3.5 No Additional Rights For the Credit Parties Hereunder	N-60
	Section
    3.6 Actions Upon Breach	N-61
	Section
    3.7 Inspection Rights	N-61
	Section
    3.8 Purchase Rights	N-62
	ARTICLE
    4 Application of Proceeds	N-65
	Section
    4.1 Application of Proceeds	N-65
	Section
    4.2 Specific Performance	N-70
	Section
    4.3 Sale of Collateral Comprising Both ABL Priority Collateral and Term Loan Priority Collateral	N-71
	ARTICLE
    5 Intercreditor Acknowledgements and Waivers	N-71
	Section
    5.1 Notice of Acceptance and Other Waivers	N-71
	Section
    5.2 Modifications to ABL Documents and Term Loan Documents	N-78
	Section
    5.3 Reinstatement and Continuation of Agreement	N-84
	ARTICLE
    6 Insolvency Proceedings	N-86
	Section
    6.1 DIP Financing	N-86
	Section
    6.2 Relief From Stay	N-89
	Section
    6.3 No Contest	N-90
	Section
    6.4 Asset Sales	N-92
	Section
    6.5 Separate Grants of Security and Separate Classification	N-92
	Section
    6.6 Enforceability	N-93
	Section
    6.7 ABL Obligations Unconditional	N-93
	Section
    6.8 Term Loan Obligations Unconditional	N-93



 


Credit and Guaranty Agreement






    Exhibit N-2


     


    

 


EXHIBIT N


 


Table
of Contents


(continued)


Page


 






	Section
    6.9 Additional Term Obligations Unconditional	N-94
	Section
    6.10 Adequate Protection	N-94
	Section
    6.11 Post-Petition Interest	N-96
	ARTICLE
    7 Miscellaneous	N-96
	Section
    7.1 Rights of Subrogation	N-96
	Section
    7.2 Further Assurances	N-97
	Section
    7.3 Representations	N-98
	Section
    7.4 Amendments	N-98
	Section
    7.5 Addresses for Notices	N-101
	Section
    7.6 No Waiver, Remedies	N-101
	Section
    7.7 Continuing Agreement, Transfer of Secured Obligations	N-102
	Section
    7.8 Governing Law;  Entire Agreement	N-102
	Section
    7.9 Counterparts	N-102
	Section
    7.10 No Third Party Beneficiaries	N-102
	Section
    7.11 Designation of Additional Term Indebtedness; Joinder of Additional Term Agents	N-103
	Section
    7.12 Term Loan Collateral Representative and ABL Agent; Notice of Change	N-104
	Section
    7.13 Provisions Solely to Define Relative Rights	N-105
	Section
    7.14 Headings	N-105
	Section
    7.15 Severability	N-105
	Section
    7.16 Attorneys Fees	N-105
	Section
    7.17 VENUE; JURY TRIAL WAIVER	N-105
	Section
    7.18 Intercreditor Agreement	N-106
	Section
    7.19 No Warranties or Liability	N-106
	Section
    7.20 Conflicts	N-106
	Section
    7.21 Information Concerning Financial Condition of the Credit Parties	N-107
	Section
    7.22 Excluded Assets	N-107
	Section
    7.23 Concerning the Agents	N-107


 


EXHIBITS


 


	Exhibit
    A	--	 	 	Additional Indebtedness
    Designation
	Exhibit B	--	 	 	Additional Indebtedness Joinder
	Exhibit C	--	 	 	Joinder of ABL Credit Agreement
    or Term Loan Credit Agreement




 


Credit
and Guaranty Agreement






    Exhibit N-3


     


    

 


EXHIBIT
N


 





INTERCREDITOR
AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement






    Exhibit N-4


     


    

 


EXHIBIT N


 


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


 


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


 


ARTICLE
1



Definitions


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement






    Exhibit N-5


     


    

 


EXHIBIT
N


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement






    Exhibit N-6


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement






    Exhibit N-7


     


    

 


EXHIBIT
N


 





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


 


(3)       all
Inventory;


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement






    Exhibit N-8


     


    

 


EXHIBIT
N


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


Credit
and Guaranty Agreement






    Exhibit N-9


     


    

 


EXHIBIT
N


 





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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement






    Exhibit N-10


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement






    Exhibit N-11


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement






    Exhibit N-12


     


    

 



 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-13


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-14


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-15


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


“Discharge
of ABL Obligations” shall mean:


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-16


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


“Discharge
of Term Loan Obligations” shall mean:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-17


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-18


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-19


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-20


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-21


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-22


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-23


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-24


     


    

 


EXHIBIT N


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-25


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-26


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-27


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-28


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-29


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-30


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-31


     


    

 


EXHIBIT N


 


ARTICLE
2



Lien Priority


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-32


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-33


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-34


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-35


     


    

 



 


EXHIBIT N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-36


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-37


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-38


     


    

 


EXHIBIT N


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-39


     


    

 


EXHIBIT N


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-40


     


    

 


EXHIBIT N


 


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


 


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


 


(iii)       file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Term Loan Secured Parties, including
any claims secured by the Term Loan Priority Collateral or the ABL Priority Collateral, if any, in each case in accordance with the terms
of this Agreement;


 


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


 


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


 


(b)              
[reserved]


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-41


     


    

 


EXHIBIT N


 


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


 


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


 


(iii)       file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the ABL Secured Parties, including any
claims secured by the ABL Priority Collateral or the Term Loan Priority Collateral, if any, in each case in accordance with the terms
of this Agreement;


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-42


     


    

 


EXHIBIT N


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-43


     


    

 


EXHIBIT N


 


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


 


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


 


(iii)       file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the ABL Secured Parties, including any
claims secured by the ABL Priority Collateral or the Term Loan Priority Collateral, if any, in each case in accordance with the terms
of this Agreement;


 


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


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-44


     


    

 


EXHIBIT N


 


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


 


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


 


(iii)       file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Additional Term Secured Parties,
including any claims secured by the ABL Priority Collateral or the Term Loan Priority Collateral, if any, in each case in accordance
with the terms of this Agreement;


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-45


     


    

 


EXHIBIT N


 


(f)               
[reserved]


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-46


     


    

 


EXHIBIT N


 


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


 


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


 


(iii)       file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Term Loan Secured Parties or the
Additional Term Secured Parties respectively, including any claims secured by the ABL Priority Collateral or the Term Loan Priority Collateral,
if any, in each case in accordance with the terms of this Agreement;


 


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


 


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


 


(h)              
[reserved]


 


Credit
and Guaranty Agreement


 






    Exhibit N-47


     


    

 


EXHIBIT
N


 


(i)                
 [reserved]


 


(j)                
[reserved]


 


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


 


Section
2.4 Exercise of Rights


 


(a)                Notice of ABL Agent’s Lien.


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-48


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-49


     


    

 


EXHIBIT N


 


(d)              
[Reserved]


 


(e)              
No Other Restrictions.


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-50


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-51


     


    

 


EXHIBIT
N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-52


     


    

 


EXHIBIT
N


 


(f)               
Release of Liens.


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-53


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit and Guaranty
Agreement


 






    Exhibit N-54


     


    

 


EXHIBIT N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-55


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-56


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-57


     


    

 



 


EXHIBIT N


 


Section
2.6 Waiver of Marshalling Until the Discharge of ABL Obligations, the Term Loan Agent, on behalf of itself and the Term Loan Secured
Parties, and any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees
(including in its capacity as Term Loan Collateral Representative, if applicable) not to assert, and hereby waives, to the fullest
extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshalling
or other similar right that may otherwise be available under applicable law with respect to the ABL Priority Collateral or any other
similar rights a junior secured creditor may have under applicable law.


 


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


 


Until
the Discharge of Additional Term Obligations, the ABL Agent, on behalf of itself and the ABL Secured Parties, agrees not to assert and
hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the
benefit of, any marshalling or other similar right that may otherwise be available under applicable law with respect to the Term Loan
Priority Collateral or any other similar rights a junior secured creditor may have under applicable law (except as may be separately
otherwise agreed in writing by and between the applicable Additional Term Agent, on behalf of itself and the Additional Term Secured
Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 


ARTICLE
3



Actions of the Parties


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-58


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-59


     


    

 


EXHIBIT N


 


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


 


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


  


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-60


     


    

 


EXHIBIT N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-61


     


    

 


EXHIBIT N


 


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


 


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


 


Section
3.8 Purchase Rights


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-62


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-63


     


    

 


EXHIBIT N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-64


     


    

 


EXHIBIT N


 


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


 


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


 


ARTICLE
4



Application of Proceeds


 


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


 


(b)              
[reserved]


 


Credit
and Guaranty Agreement


 






    Exhibit N-65


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-66


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


(e)              
Limited Obligation or Liability.


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-67


     


    

 


EXHIBIT N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-68


     


    

 


EXHIBIT N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-69


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-70


     


    

 


EXHIBIT N


 


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


 


ARTICLE
5



Intercreditor Acknowledgements and Waivers


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-71


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-72


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-73


     


    

 


EXHIBIT N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-74


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-75


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-76


     


    

 


EXHIBIT N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-77


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-78


     


    

 


EXHIBIT N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-79


     


    

 



 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-80


     


    

 


EXHIBIT
N


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-81


     


    

 


EXHIBIT
N


 


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


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-82


     


    

 


EXHIBIT
N


 


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


 


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


 





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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-83


     


    

 


EXHIBIT
N


 


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


 


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


 





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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-84


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-85


     


    

 


EXHIBIT
N


 


ARTICLE
6



Insolvency Proceedings


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-86


     


    

 


EXHIBIT
N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-87


     


    

 


EXHIBIT
N


 


(c)              
  


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-88


     


    

 


EXHIBIT
N


 


(ii)             
[Reserved].


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-89


     


    

 


EXHIBIT
N


 


Section
6.3 No Contest(a) The Term Loan Agent, on behalf of itself and the Term Loan Secured Parties, agrees that, prior to the Discharge of
ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL
Agent or any ABL Secured Party for adequate protection of its interest in the ABL Priority Collateral (unless in contravention of Section
6.1 or Section 6.10), or (ii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding
based on a claim by the ABL Agent or any ABL Secured Party that its interests in the ABL Priority Collateral (unless in contravention
of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding),
so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Term
Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations,
none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL
Secured Party for adequate protection of its interest in the ABL Priority Collateral (unless in contravention of Section 6.1 or
Section 6.10), or (ii) any objection by the ABL Agent or any ABL Secured Party to any motion, relief, action, or proceeding based
on a claim by the ABL Agent or any ABL Secured Party that its interests in the ABL Priority Collateral (unless in contravention of Section
6.1 or Section 6.10) are not adequately protected (or any other similar request under any law applicable to an Insolvency
Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except
as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term
Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-90


     


    

 


EXHIBIT
N


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-91


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-92


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-93


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-94


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-95


     


    

 


EXHIBIT
N


 


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


 


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


 


ARTICLE
7



Miscellaneous


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-96


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-97


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-98


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-99


     


    

 


EXHIBIT
N


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-100


     


    

 


EXHIBIT
N


 


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


 


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




 


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




 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-101


     


    

 



 


EXHIBIT
N


 


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


 


Section
7.8 Governing Law; Entire Agreement This Agreement and the rights and obligations of the Parties under this Agreement shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York, without giving effect to its
principles or rules of conflict of laws to the extent such principles or rules are not mandatorily applicable by statute and would
require or permit the application of the laws of another jurisdiction. This Agreement constitutes the entire agreement and
understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with
respect thereto.


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-102 


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-103 


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-104 


     


    

 


EXHIBIT
N


 


Section
7.13 Provisions Solely to Define Relative Rights The provisions of this Agreement are and are intended solely for the purpose of
defining the relative rights of the ABL Secured Parties, the Term Loan Secured Parties and any Additional Term Secured Parties,
respectively. Nothing in this Agreement is intended to or shall impair the rights of the Company or any other Credit Party, or the
obligations of the Company or any other Credit Party to pay the ABL Obligations, the Term Loan Obligations and any Additional Term
Obligations as and when the same shall become due and payable in accordance with their terms.


 


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


 


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


 


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


 


Section
7.17 VENUE; JURY TRIAL WAIVER(a) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT
COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT RELATED THERETO, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW.


 


Credit
and Guaranty Agreement


 






    Exhibit N-105 


     


    

 


EXHIBIT
N


 


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


 


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


 


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


 


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


 


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


 


Credit
and Guaranty Agreement


 






    Exhibit N-106 


     


    

 


EXHIBIT
N


 


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


 


Section
7.22 Excluded Assets.


 


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


 


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


 


[Signature
pages follow]


 


Credit
and Guaranty Agreement


 






    Exhibit N-107 


     


    

 


EXHIBIT
N


 


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


 


[Signatures
to follow]


 


Credit
and Guaranty Agreement


 






    Exhibit N-108 


     


    

 


EXHIBIT
N


 


ACKNOWLEDGMENT


 


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


 


CREDIT
PARTIES:


 


			[           ]



 


		By:	
		 	Name:
		 	Title:





 


Credit
and Guaranty Agreement


 






    Exhibit N-109 


     


    

 


EXHIBIT
N


 


Exhibit
A


 


ADDITIONAL
TERM INDEBTEDNESS DESIGNATION


 


DESIGNATION
dated as of _______ __, 20__, by [COMPANY]53 (the “Company”).
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement (as amended,
supplemented, waived or otherwise modified from time to time, the “Intercreditor Agreement”) entered into as December
7, 2020, between WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent (together with its successors and assigns
in such capacity from time to time, and as further defined in the Intercreditor Agreement, the “ABL Agent”) for the
ABL Secured Parties and Alter Domus (US) LLC (as successor to MORGAN STANLEY SENIOR FUNDING,
INC.), in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further
defined in the Intercreditor Agreement, the “Term Loan Agent”) for the Term Loan Secured Parties.54
Capitalized terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference
is made to that certain [insert name of Additional Term Credit Facility], dated as of _______ __, 20__ (the “Additional Term
Credit Facility”), among [list any applicable Credit Party], [list Additional Term Secured Parties] [and Additional Term Agent,
as agent (the “Additional Term Agent”)].55


 


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


 


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


 


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


 


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


 


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


 





 






	53	Revise as appropriate
  to refer to any permitted successor or assign.
	54	Revise as appropriate
  to refer to any successor ABL Agent or Term Loan Agent and to add reference to any previously added Additional Term Agent.
	55	Revise as appropriate
  to refer to the relevant Additional Term Credit Facility, Additional Term Secured Parties and any Additional Term Agent.




 


Credit
and Guaranty Agreement


 






    Exhibit N-110 


     


    

 


EXHIBIT
N


Exhibit
A


 


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


 


			[COMPANY]



 


		By:	
		 	Name:
		 	Title:





 


Credit
and Guaranty Agreement


 






    Exhibit N-111 


     


    

 


EXHIBIT
N


Exhibit
B


 


ADDITIONAL
TERM INDEBTEDNESS JOINDER


 


JOINDER,
dated as of _______________, 20__, among [COMPANY] (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, in its
capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and as further defined in
the Intercreditor Agreement, the “ABL Agent”)56
for the ABL Secured Parties, Alter Domus (US) LLC (as successor to MORGAN STANLEY SENIOR
FUNDING, INC.), in its capacity as collateral agent (together with its successors and assigns in such capacity from time to time, and
as further defined in the Intercreditor Agreement, the “Term Loan Agent”)57
for the Term Loan Secured Parties, [list any previously added Additional Term Agent] [and insert name of each Additional
Term Agent under any Additional Term Credit Facility being added hereby as party] and any successors or assigns thereof, to the Intercreditor
Agreement dated as of December 7, 2020 (as amended, supplemented, waived or otherwise modified from time to time, the “Intercreditor
Agreement”) among the ABL Agent, [and] the Term Loan Agent [and (list any previously added Additional Term Agent)]. Capitalized
terms used herein and not otherwise defined herein shall have the meaning specified in the Intercreditor Agreement.


 


Reference
is made to that certain [insert name of Additional Term Credit Facility], dated as of _______ __, 20__ (the “Additional Term
Credit Facility”), among [list any applicable Credit Party], [list any applicable Additional Term Secured Parties (the “Joining
Additional Term Secured Parties”)] [and insert name of each applicable Additional Term Agent (the “Joining Additional
Term Agent”)].58


 


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


 


Accordingly,
[the Joining Additional Term Agent, for and on behalf of itself and the Joining Additional Term Secured Parties,]59
hereby agrees with the ABL Agent, the Term Loan Agent and any other Additional Term Agent party to the Intercreditor Agreement
as follows:


 





 






	56	Revise as appropriate to refer to any successor
ABL Agent.
	 	 
	57	Revise as appropriate to refer to any successor
Term Loan Agent.
	 	 
	58	Revise as appropriate to refer to the relevant
Additional Term Credit Facility, Additional Term Secured Parties and any Additional Term Agent.
	 	 
	59	Revise as appropriate to refer to any Additional
Term Agent being added hereby and any Additional Term Secured Parties represented thereby.






 


Credit
and Guaranty Agreement


 






    Exhibit N-112 


     


    

 


EXHIBIT
N


Exhibit
B


 


Section
1. Agreement to be Bound. The [Joining Additional Term Agent, for and on behalf of itself and the Joining Additional Term Secured
Parties,]60 hereby agrees to be bound by the terms and provisions
of the Intercreditor Agreement and shall, as of the Additional Term Effective Date with respect to the Additional Term Credit Facility,
be deemed to be a party to the Intercreditor Agreement.


 


Section
2. Recognition of Claims. (a) The ABL Agent (for and on behalf of itself and the ABL Secured Parties), the Term Loan Agent
(for and on behalf of itself and the Term Loan Secured Parties) and [each of] the Additional Term Agent[s](for and on behalf of itself
and any Additional Term Secured Parties represented thereby) hereby agree that the interests of the respective Secured Parties in the
Liens granted to the ABL Agent, the Term Loan Agent, or any Additional Term Agent, as applicable, under the applicable Credit Documents
shall be treated, as among the Secured Parties, as having the priorities provided for in Section 2.1 of the Intercreditor Agreement,
and shall at all times be allocated among the Secured Parties as provided therein regardless of any claim or defense (including any claims
under the fraudulent transfer, preference or similar avoidance provisions of applicable bankruptcy, insolvency or other laws affecting
the rights of creditors generally) to which the ABL Agent, the Term Loan Agent, any Additional Term Agent or any Secured Party may be
entitled or subject. The ABL Agent (for and on behalf of itself and the ABL Secured Parties), the Term Loan Agent (for and on behalf
of itself and the Term Loan Secured Parties), and any Additional Term Agent party to the Intercreditor Agreement (for and on behalf of
itself and any Additional Term Secured Parties represented thereby) (a) recognize the existence and validity of the Additional Term Obligations
represented by the Additional Term Credit Facility, and (b) agree to refrain from making or asserting any claim that the Additional Term
Credit Facility or other applicable Additional Term Documents are invalid or not enforceable in accordance with their terms as a result
of the circumstances surrounding the incurrence of such obligations. The [Joining Additional Term Agent (for and on behalf of itself
and the Joining Additional Term Secured Parties] (a) recognize[s] the existence and validity of the ABL Obligations, the existence and
validity of the Term Loan Obligations [and the existence and validity of the Additional Term Obligations]61
and (b) agree[s] to refrain from making or asserting any claim that the ABL Credit Agreement, the Term Loan Credit Agreement,
the other ABL Documents or Term Loan Documents or the Additional Term Credit Facility or the Additional Term Documents]62,
as the case may be, are invalid or not enforceable in accordance with their terms as a result of the circumstances surrounding the incurrence
of such obligations.


 


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


 





 



 


	60	Revise references throughout as appropriate to refer to the party
    or parties being added.
	 	 
	61	Add reference to any previously added Additional Term Obligations as appropriate.
	 	 
	62	Add reference to any previously added Additional Term Credit Facility and related
    Additional Term Documents as appropriate.




 


Credit
and Guaranty Agreement


 






    Exhibit N-113 


     


    

 


EXHIBIT
N


Exhibit
B


 


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


 


[Add
Signatures]


 


Credit
and Guaranty Agreement


 






    Exhibit N-114 


     


    

 


EXHIBIT
N


 


Exhibit
C


 


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


 


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


 


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


 


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





 





 






	1	Revise as appropriate
  to refer to any successor ABL Agent.
	2	Revise as appropriate
  to refer to any successor Term Loan Agent.
	3	Revise as appropriate
  to describe predecessor Term Loan Agent or Term Loan Secured Parties, if joinder is for a new Term Loan Credit Agreement.
	4	Revise as appropriate
  to refer to the new credit facility, Secured Parties and Agents.
	5	Revise as appropriate
  to refer to any Agent being added hereby and any Secured Parties represented thereby.




 


Credit
and Guaranty Agreement


 






    Exhibit N-115 


     


    

 


Exhibit
C


 


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


 


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


 


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


 


[ADD
SIGNATURES]


 





 






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




 


Credit
and Guaranty Agreement


 






    Exhibit N-116 


     


    

 



 


EXHIBIT O


 


[FORM OF]

WARRANT


 


Credit and Guaranty
Agreement 


 



    Exhibit O-1


     


    

 





EXHIBIT O


FORM
OF WARRANT

 


THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAW. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO
RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL
OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[a](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 22, 2021,
AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT MAY BE OBTAINED
AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE COMPANY.


 


Warrant to Purchase


		[	]
                                            shares	Warrant Number [  ]



 


Warrant to Purchase
Common Stock

of

LANNETT COMPANY, INC.


 


THIS CERTIFIES
that [      ] or any transferee, assignee or other subsequent holder hereof (“Holder”) has
the right to purchase from Lannett Company, Inc., a Delaware corporation, (the “Company”), [    ] fully
paid and nonassessable shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), subject to
adjustment as provided herein, at a price equal to the Exercise Price as defined in Section 3 below, at any time during the Term
(as defined below).


 


Holder agrees with
the Company that this Warrant to Purchase Common Stock of the Company (this “Warrant” or this “Agreement”) is
issued and all rights hereunder shall be held subject to all of the conditions, limitations and provisions set forth herein.


 


1.
Date of Issuance and Term.


 


This Warrant shall
be deemed to be issued on April 22, 2021 (“Date of Issuance”). The term of this Warrant begins on the Date of Issuance and
ends at 5:00 p.m., New York City time, on the date that is eight (8) years after the Date of Issuance (the “Term”). This
Warrant was issued in conjunction with that certain Second Lien Credit and Guaranty Agreement (as may be amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof, the “Credit Agreement”), by and among the Company,
certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Alter Domus (US) LLC, as administrative
agent and collateral agent, and the Registration Rights Agreement (as may be amended, restated, supplemented or otherwise modified from
time to time in accordance with the terms thereof, the “Registration Rights Agreement”) by and among the Company and Deerfield
Partners, L.P., Deerfield Fund III, L.P. and BPC Lending II LLC, each dated as of April 22, 2021.


 


Credit and Guaranty
Agreement


 






    Exhibit O-2


     


    

 


EXHIBIT O


 


Notwithstanding
anything herein to the contrary, the Company shall not issue to the Holder, and the Holder may not acquire, a number of shares of Common
Stock upon exercise of this Warrant to the extent that, upon such exercise, the number of shares of Common Stock then beneficially owned
by the Holder and its Affiliates and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with
the Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
(including shares held by any “group” of which the Holder is a member, but excluding shares beneficially owned by virtue
of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar
to the limitation set forth herein) would exceed 4.985% of the total number of shares of Common Stock then issued and outstanding (the
 “4.985% Cap”); provided, however, that the 4.985% Cap shall only apply to the extent that the Common Stock is deemed to constitute
an “equity security” pursuant to Rule 13d-1(i) promulgated under the Exchange Act. For purposes hereof, “group”
has the meaning set forth in Section 13(d) of the Exchange Act and applicable regulations of the Securities and Exchange Commission
(the “SEC”), and the percentage beneficially owned by Holder shall be determined in a manner consistent with the provisions
of Section 13(d) of the Exchange Act. Upon the written request of the Holder, the Company shall, within two (2) Trading Days, confirm
orally and in writing to the Holder the number of shares of Common Stock then outstanding.


 


“Affiliate”
means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under
common control with a person or entity, as such terms are used in and construed under Rule 144 (“Rule 144”) under the Securities
Act of 1933, as amended (the “Securities Act”). With respect to a Holder of Warrants, any investment fund or managed account
that is managed on a discretionary basis by the same investment manager as such Holder will be deemed to be an Affiliate of such Holder.


 


“Asset Sale”
means a transaction covered by the provisions of clause (B) of the definition of “Major Transaction” involving the sale or
transfer of all or substantially all of the assets of the Company in connection with which the Company has announced its intention to
liquidate and distribute its assets to shareholders.


 


“Black-Scholes
Value” means the value of this Warrant or applicable portion thereof as determined by use of the Black-Scholes Option Pricing Model
using the criteria set forth on Schedule 1 hereto.


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized
or required by law to remain closed.


 


“Cashless
Default Exercise” means an exercise of this Warrant as a “Cashless Default Exercise” in accordance with Sections 3(c)
and 11(b) hereof. 


 


“Cashless
Major Exercise” means an exercise of this Warrant or portion thereof as a “Cashless Major Exercise” in accordance with
Sections 3(b) and 5(d)(i) hereof.


 


“Cash
Out Major Transaction” means a Major Transaction in which the consideration payable to holders of Common Stock in connection with
the Major Transaction consists solely of cash.


 


“Eligible
Market” means the New York Stock Exchange (“NYSE”), the NASDAQ Global Select Market (“NASDAQ GS”), the
NYSE Arca, the NYSE American, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market (“NASDAQ GS”),
the OTCQB Market, the OTCQX Market, the OTC Bulletin Board or, in each case, any successor thereto.




 


Credit and Guaranty
Agreement


 



    Exhibit O-3


     


    




 


EXHIBIT O


 


“Enterprise
Value” means, as of any date of determination, (i) the product of (x) the number of issued and outstanding share of Common Stock
on such date, multiplied by (y) the per share the closing price of the Common Stock on the NYSE, or, if that is not the principal trading
market for the Common Stock, such principal market on which the Common Stock is traded or listed on such date, plus (ii) the amount of
the Company’s debt, as shown on the latest financial statements included in any periodic or current report filed with the SEC prior
to such date (the “Current Financial Statements”), less (iii) the amount of cash and cash equivalents of the Company, as
shown on the Current Financial Statements.


 


“Fair Market
Value” means, with respect to any security or other property, the fair market value of such security or other property as determined
by the board of directors of the Company, acting in good faith. If the Holder objects in writing to the board of directors’ calculation
of Fair Market Value within ten (10) days of receipt of written notice thereof, then the valuation dispute resolution procedure set forth
in Section 21 hereof shall be invoked to determine Fair Market Value.


 


“Holder”
has the meaning set forth in the preamble to this Warrant.


 


“Parent Entity”
of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity
security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent
Entity with the largest public market capitalization as of the date of consummation of a Major Transaction.


 


“Permitted
Transactions” means issuances as consideration for or to fund the acquisition of businesses and/or related assets, and in connection
with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by
the board of directors of the Company.


 


“Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


“Standard
Settlement Period” means the standard settlement period for equity trades effected by U.S. broker-dealers, expressed in a number
of Trading Days, as in effect on the applicable date.


 


“Successor
Entity” means any Person purchasing the Company’s assets or Common Stock in a transaction that qualifies as a Major Transaction,
or any successor entity resulting from such Major Transaction, or if the Warrant is to be exercisable for shares of capital stock of
a Parent Entity, such Person’s Parent Entity.


 


“Successor
Major Transaction” means either a Takeout Major Transaction or an Asset Sale.


 


“Successor
Major Transaction Consideration” means (i) in the case of a Takeout Major Transaction, the amount of cash and other assets and
the number of securities or other property of the Successor Entity or other entity that would be issuable in such Major Transaction,
in respect of a number of shares equal to the Successor Major Transaction Conversion Share Amount, and (ii) in the case of an Asset Sale,
an amount of cash equal to the Black-Scholes Value of the Warrant.


 


Credit and Guaranty
Agreement


 






    Exhibit O-4


     


    

 


EXHIBIT O


 


“Successor
Major Transaction Conversion Share Amount” means an amount equal to the Black-Scholes Value of the Warrant divided by the closing
price of the Common Stock on the principal securities exchange or other securities market on which the Common Stock is then traded on
the Trading Day immediately preceding the date on which the applicable Major Transaction is consummated.


 


“Takeout
Major Transaction” means a Change of Control Transaction in which the shares of Common Stock of the Company are converted into
the right to receive cash, securities of another entity and/or other assets.


 


“Trading
Day” means any day on which the Common Stock is traded for any period on the NYSE, or on the principal United States securities
exchange or market on which the Common Stock is then being traded; provided, however, that during any period in which the Common Stock
is not listed or quoted on the NYSE, or any other United States securities exchange or market, the term “Trading Day” shall
mean any Business Day.


 


2.
Exercise.


 


(a)
Manner of Exercise. During the Term (or, in respect of a Cashless Major Exercise, the Cashless Major Exercise Period (as defined
below)), this Warrant may be Exercised as to all or any lesser number of whole shares of Common Stock covered hereby (the “Exercise
Shares”) by delivering to the Company (by electronic mail in accordance with Section 16 below) the Exercise Form attached hereto
as Exhibit A (the “Exercise Form”) duly completed and executed, and, if applicable, the full Exercise Price (as
defined below), which may be satisfied by a Cash Exercise or a Cashless Exercise (as each is defined below), for each share of Common
Stock as to which this Warrant is Exercised (any such exercise of the Warrant being hereinafter called an “Exercise” of this
Warrant).


 


(b)
Date of Exercise. The “Date of Exercise” of the Warrant shall be defined as the date that the Exercise Form attached
hereto as Exhibit A, completed and executed, is delivered to the Company in accordance with Section 2(a). Upon delivery of
the Exercise Form to the Company in accordance with Section 2(a), the Holder shall be deemed for all corporate purposes to have become
the holder of record of the Exercise Shares with respect to which this Warrant has been Exercised, irrespective of the date such Exercise
Shares are credited to the Holder’s or its designee’s Depository Trust Company (“DTC”) account or the date of
delivery of the certificates evidencing such Exercise Shares, as the case may be; provided, however, that in the event an Exercise Form
in respect of a Cashless Major Exercise is delivered prior to the occurrence of the applicable Major Transaction, the Holder shall be
deemed to have become the holder of record of the shares issuable upon such exercise immediately prior to the consummation of such Major
Transaction and the Date of Exercise shall in such event be deemed to be the date of the occurrence of the Major Transaction. In the
case of a Cash Exercise of this Warrant (other than a Loan Exchange Exercise), within the earlier of (i) two (2) Trading Days and (ii)
the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check
drawn on a United States bank. The Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Exercise Shares available hereunder and the Warrant has been exercised in full, in which case the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise Form is delivered
to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect as cancellation
of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Exercise Shares. The Holder
and the Company shall maintain records showing the number of Exercise Shares purchased and the remaining number of Exercise Shares. The
Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this
paragraph, following the purchase of a portion of the Exercise Shares hereunder, the number of Exercise Shares available for purchase
hereunder at any given time may be less than the amount stated on the face hereof.


 


Credit and Guaranty
Agreement


 






    Exhibit O-5


     


    

 


EXHIBIT O


 


(c)
Delivery of Common Stock Upon Exercise. Within the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising
the Standard Settlement Period after any Date of Exercise, or in the case of a Cashless Default
Exercise (as defined in Section 5(d) below), within the period provided in Section 3(c), as applicable (the “Delivery Period”),
the Company shall issue and deliver (or cause its transfer agent (the “Transfer Agent”) to issue and deliver) in accordance
with the terms hereof to, or upon the order of, Holder the shares of Common Stock issuable upon Exercise (the “Exercise Shares”).
Upon the Exercise of this Warrant or any part hereof, the Company shall, at its own cost and expense, take all necessary action, including
obtaining and delivering an opinion of counsel, if applicable, to assure that the Transfer Agent shall transmit to the Holder in accordance
with this Section 2(c) the number of shares of Common Stock issuable upon such Exercise. The Company warrants that no instructions other
than these instructions have been or will be given to the Transfer Agent and that, unless waived by the Holder, this Warrant and the
Exercise Shares will be free-trading and freely transferable, if any of the Unrestricted Conditions (as defined below) are met.


 


(d)
Delivery Failure. In addition to any other remedies which may be available to the Holder, in the event that the Company fails for
any reason to effect delivery of the applicable Exercise Shares by the end of the Delivery Period (a “Delivery Failure”),
the Holder will be entitled to revoke all or part of the relevant Exercise by delivery of a notice to such effect to the Company, whereupon
the Company and the Holder shall each be restored to their respective positions immediately prior to the delivery of such notice of revocation,
except that the liquidated damages described herein shall be payable through the date such notice of revocation is given to the Company.


 


(e)
Legends.


 


(i)
Restrictive Legend. The Holder understands that, until such time as this Warrant, the Exercise Shares and the Failure Payment
Shares (as defined below) have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 or an exemption
from registration under the Securities Act without any restriction as to the number of securities as of a particular date that can then
be immediately sold, this Warrant, the Exercise Shares and the Failure Payment Shares, as applicable, may bear a restrictive legend in
substantially the following form (and a stop-transfer order consistent therewith may be placed against transfer of such shares):


 


“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 144
UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL
SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF SALE.” NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


Credit
and Guaranty Agreement


 






    Exhibit O-6


     


    

 


EXHIBIT O


 


“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF
APRIL 22, 2021, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE COMPANY.”


 


(ii)
Removal of Restrictive Legends. This Warrant and the Exercise Shares and the Failure Payment Shares, as applicable, shall not
contain or be subject to (and Holder shall be entitled to removal of) any legend restricting the transfer thereof (including the legend
set forth above in subsection 2(e)(i)) and shall not be subject to any stop-transfer instructions: (A) while a registration statement
(including a Registration Statement, as defined in the Registration Rights Agreement) covering the sale or resale of such security is
effective under the Securities Act, or (B) following any sale of such Warrant, Exercise Shares and/or Failure Payment Shares pursuant
to Rule 144, or (C) if such Warrant, Exercise Shares and/or Failure Payment Shares are eligible for sale under Rule 144(b)(1), or
(D) at any time on or after the date hereof that the Holder certifies that it is not an “affiliate” of the Company (as such
term is used under Rule 144 pursuant to the Securities Act) and that the Holder’s holding period for purposes of Rule 144 and subsection
(d)(3)(iii) thereof with respect to such Warrant, Exercise Shares and/or Failure Payment Shares is at least six (6) months, or (E) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the SEC) (collectively, the “Unrestricted Conditions”). The Company shall cause its counsel to issue
a legal opinion to the Transfer Agent promptly after the Effective Date (as defined below), or at such other time as any of the Unrestricted
Conditions has been met, if required by the Transfer Agent to effect the issuance of this Warrant, the applicable Exercise Shares or
the Failure Payment Shares, as applicable, without a restrictive legend or removal of the legend hereunder to the extent required or
requested as set forth in the immediately following two sentences. If any of the Unrestricted Conditions is met at the time of issuance
of this Warrant, the Exercise Shares or the Failure Payment Shares, then such Warrant, Exercise Shares or Failure Payment Shares, as
applicable, shall be issued free of all legends and stop-transfer instructions. The Company agrees that, following the Effective Date
or at such time as any of the Unrestricted Conditions is met or such legend is otherwise no longer required under this Section 2(e),
it will, no later than the earlier of (x) two (2) Trading Days and (y) the number of Trading Days comprising the Standard Settlement
Period following the delivery (the “Unlegended Shares Delivery Deadline”) by the Holder to the Company or the Transfer Agent
of this Warrant and/or the Exercise Shares and/or Failure Payment Shares, as applicable, issued with a restrictive legend (such earlier
Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Holder this Warrant and/or the Exercise
Shares and/or Failure Payment Shares free from all restrictive and other legends (or similar notations). For purposes hereof, “Effective
Date” shall mean the date that the first Registration Statement covering the Exercise Shares that the Company is required to file
pursuant to the Registration Rights Agreement has been declared effective by the SEC.


 


(iii)
Sale of Unlegended Shares. Holder agrees that the removal of the restrictive legend from this Warrant and any shares of Common
Stock issuable upon Exercise of this Warrant as set forth in Section 2(e) above is predicated upon the Company’s reliance
that the Holder will sell this Warrant or any Exercise Shares and/or any Failure Payment Shares, as applicable, pursuant to either the
registration requirements of the Securities Act, or an exemption therefrom, and that if such securities are sold pursuant to a Registration
Statement, they will be sold in compliance with the plan of distribution set forth therein.


 


Credit and Guaranty
Agreement


 






    Exhibit O-7


     


    

 


EXHIBIT O


 


(f)
Cancellation of Warrant. This Warrant shall be canceled upon the full Exercise of this Warrant. If this Warrant is not Exercised
in full, then as soon as practical after the Date of Exercise, Holder shall be entitled to receive a new Warrant (containing terms identical
to this Warrant) representing the unexercised portion of this Warrant (in addition to the shares of Common Stock issuable upon such Exercise);
provided, however, as set forth in Section 2(b), Holder shall not be required to physically surrender this warrant if the Warrant is
not Exercised in full.


 


(g)
Holder of Record. Each person in whose name any Warrant for shares of Common Stock is issued shall, for all purposes, be deemed to
be Holder of record of such shares on the Date of Exercise, irrespective of the date of delivery of the Common Stock purchased upon the
Exercise of this Warrant.


 


(h)
Delivery of Electronic Shares. In lieu of delivering physical certificates representing the Exercise Shares or legend removal, or
representing Failure Payment Shares, upon written request of Holder, the Company shall cause its Transfer Agent to electronically transmit
Exercise Shares to Holder by crediting the account of Holder’s prime broker with DTC through its Deposit/Withdrawal at Custodian
(DWAC) system. The time periods for delivery and penalties described herein shall apply to the electronic transmittals described herein.
Any delivery not effected by electronic transmission shall be effected by delivery of physical certificates.


 


(i)
Buy-In. In addition to any other rights or remedies available to the Holder hereunder or otherwise at law or in equity, if the Company
fails to cause its Transfer Agent to deliver to the Holder the Exercise Shares pursuant to an Exercise on or before the last day of the
Delivery Period, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise)
or the Holder or Holder’s brokerage firm otherwise purchases shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Exercise Shares which the Holder was entitled to receive upon such Exercise (a “Buy-In”), then the Company
shall (1) pay in cash to the Holder the amount by which (x) the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number of Exercise
Shares that the Company was required to deliver to the Holder in connection with the Exercise at issue times (B) the price at which
the sell order giving rise to such purchase obligation was executed, and (2) at the option of the Holder, either reinstate the portion
of the Warrant and equivalent number of Exercise Shares for which such Exercise was not honored (and refund the Exercise Price therefor,
to the extent paid by Holder, and/or reinstate the principal amount of any indebtedness used to satisfy the applicable Exercise Price),
or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover
a Buy-In with respect to an attempted Exercise to cover the sale of Common Stock with an aggregate sale price giving rise to such purchase
obligation of $10,000, under clause (1) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000.
The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In, together with
applicable confirmations and other evidence reasonably requested by the Company. Nothing herein shall limit a Holder’s right to
pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver the shares of Common Stock upon Exercise of the
Warrant as required pursuant to the terms hereof.


 


Credit
and Guaranty Agreement


 






    Exhibit O-8


     


    

 


EXHIBIT O


 


(j)
HSR Submissions. If Holder determines that, in connection with the exercise of this Warrant, it and the Company are required to file
Premerger Notification Reports with the Federal Trade Commission (the “FTC”) and the United States Department of Justice
(“DOJ”) and observe the Waiting Period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the
related rules and regulations promulgated thereunder (collectively, the “HSR Act”), the Company agrees to (i) cooperate with
Holder in Holder’s preparing and making such submission and any responses to inquiries of the FTC and DOJ; (ii) prepare and make
any submission required to be filed by the Company under the HSR Act and respond to inquiries of the FTC and DOJ in connection therewith;
and (iii) reimburse Holder for the cost of the required filing fee for Holder’s submission under the HSR Act. For the avoidance
of doubt, Holder shall bear all of its other costs and expenses in connection with such submission, including any of its attorneys’
fees associated therewith.


 


3.
Payment of Warrant Exercise Price for Cash Exercise or Cashless Exercise; Cashless Major Exercise
and Cashless Default Exercise.


 


(a)
Exercise Price. The exercise price shall initially equal $6.88 per share, subject to adjustment pursuant to the terms hereof (as
so adjusted, the “Exercise Price”), including but not limited to Section 5 below.


 


Payment of the
Exercise Price may be made by any of the following, or a combination thereof, at the election of Holder:


 


(i)
Cash Exercise: The Holder may pay all or any portion of the Exercise Price in cash, bank or cashier’s check, wire transfer
(a “Cash Exercise”); or


 


(ii)
Cashless Exercise: In lieu of paying all or any portion of the Exercise Price in cash, Holder, at its option, may exercise this
Warrant (in whole or in part) on a cashless basis by making appropriate notation on the applicable Exercise Form in which event the Company
shall issue to Holder a number of shares of Common Stock computed using the following formula (a “Cashless Exercise”):


 


X = Y (A-B)/A


 


where:    X = the
number of shares of Common Stock to be issued to Holder.


 


Y = the
number of shares of Common Stock for which this Warrant is being Exercised.


 


A = the
Market Price of one (1) share of Common Stock (for purposes of this Section 3(a)(ii), where “Market Price,” as of any
date, means the arithmetic average of the Volume Weighted Average Price (as defined below) of the Company’s Common Stock on each
of the ten (10) consecutive Trading Days immediately preceding the Date of Exercise, or other date in question, as applicable.


 


B = the
Exercise Price.


 


As used
herein, the “Volume Weighted Average Price” for any security as of any date means the volume weighted average sale price
on the NYSE as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service
mutually acceptable to and hereafter designated by holders of a majority in interest of the Warrants and the Company (“Bloomberg”)
or, if the NYSE is not the principal trading market for such security, the volume weighted average sale price of such security on the
principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or, if no volume weighted
average sale price is reported for such security, then the last closing trade price of such security as reported by Bloomberg, or, if
no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security
on the OTC Bulletin Board, the OTCQX Market or the OTCQB Market or in the Pink market of OTC Markets Group (or, in each case, any successor
to such market). If the Volume Weighted Average Price cannot be calculated for such security on such date in the manner provided above,
the volume weighted average price shall be the fair market value as mutually determined by the Company and the Holders of a majority
in interest of the Warrants being Exercised for which the calculation of the volume weighted average price is required in order to determine
the Exercise Price of such Warrants. In the event that a Stock Event is consummated during any period for which the Volume Weighted Average
Price is to be determined, the Volume Weighted Average Price for all Trading Days during such period prior to the effectiveness of the
Stock Event shall be appropriately adjusted to reflect such Stock Event.


 


Credit
and Guaranty Agreement


 






    Exhibit O-9


     


    

 


EXHIBIT O


 


For purposes of
Rule 144 and subsection (d)(3)(ii) thereof, it is intended, understood and acknowledged that the shares of Common Stock issuable upon
Exercise of this Warrant in a Cashless Exercise or a Loan Exchange Exercise transaction shall be deemed to have been acquired, and the
holding period thereof shall be deemed to have commenced, at the time this Warrant was issued. As
provided in Section 2(b), the Holder shall only be required to physically surrender this Warrant in the event that the Holder is exercising
this Warrant in full.


 


(iii)
Loan Exchange Exercise: In lieu of paying all or any portion of the Exercise Price in cash, the Holder, at its option, may exercise
this Warrant (in whole or in part) through a reduction of any amount of principal outstanding under any Second Lien Loans (as defined
in the Credit Agreement) in accordance with Section __ of the Credit Agreement, then held by the Holder (a “Loan Exchange Exercise”).


 


(b)
Cashless Major Exercise: To the extent
the Holder shall exercise this Warrant as a Cashless Major Exercise pursuant to Section 5(d)(i) and 5(d)(iii) below, the Holder shall
deliver to the Company (in any manner permitted under Section 2(a)) the Exercise Form indicating that the Holder is exercising this Warrant
(or any portion thereof) pursuant to a Cashless Major Exercise, in which event the Company shall issue a number of shares of Common Stock
equal to the Black-Scholes Value of the Warrant (or such applicable portion being exercised) divided by the closing price of the Common
Stock on the principal securities exchange or other securities market on which the Common Stock is then traded on the Trading Day immediately
preceding the date on which the applicable Major Transaction is consummated, or, if in respect of a Cashless Major Exercise made after
the date of consummation of the applicable Major Transaction, on the Trading Day immediately preceding the date on which the Exercise
Form in respect of such Cashless Major Exercise is delivered. As provided in Section 2(b), the Holder shall only be required to physically
surrender this Warrant in the event that this Warrant is being exercised in full. The Holder shall be permitted to make successive Cashless
Major Exercises and send successive Exercise Forms in respect of a Cashless Major Exercise, from time to time at any time during the
Cashless Major Exercise Period.


 


(c)
Cashless Default Exercise.
To the extent the Holder exercises this Warrant as a Cashless Default Exercise pursuant to Section 11(b)(i) below, the Holder shall send
to the Company (in any manner permitted under Section 2(a)) the Exercise Form indicating that the Holder is exercising this Warrant pursuant
to a Cashless Default Exercise, in which event the Company shall issue to the Holder, within five (5) Trading Days of the applicable
Default Notice, a number of shares of Common Stock (which shares shall be valued at the arithmetic average of the Volume Weighted Average
Price on each of the five (5) consecutive Trading Days immediately prior to the date of the applicable Default Notice)
equal to the greater of (A) the Black-Scholes Value of the remaining unexercised portion of this Warrant (or such portion thereof subject
to such exercise) as of the date of such Default Notice, and (B) the Black-Scholes Value of the remaining unexercised portion of this
Warrant (or such portion thereof subject to such exercise) on the Trading Day immediately preceding the date that the Exercise Shares
in respect of such Cashless Default Exercise are issued to the Holder. As provided in Section 2(b), the Holder shall be permitted to
make successive Cashless Default Exercises and send successive Exercise Forms in respect of a Cashless Default Exercise, from time to
time at any time from and after the date of the applicable Default Notice through the remainder of the Term.


 


Credit and Guaranty
Agreement


 






    Exhibit O-10


     


    

 


EXHIBIT O


 


(d)
Dispute Resolution. In the case of a dispute as to the determination of the closing price or the Volume Weighted Average Price of
the Company’s Common Stock or the arithmetic calculation of the Exercise Price, Market Price or the Successor Major Transaction
Consideration, or any determination of Fair Market Value, the Company shall submit the disputed determinations or arithmetic calculations
via electronic mail within two (2) Trading Days of receipt, or deemed receipt, of the Exercise Form, Major Transaction Early Termination
Notice or notice of Fair Market Value, or other event giving rise to such dispute, as the case may be, to the Holder. If the Holder and
the Company are unable to agree upon such determination or calculation within two (2) Trading Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Trading Days, submit via electronic mail
(i) the disputed determination of the closing price or the Volume Weighted Average Price of the Company’s Common Stock to
an independent, reputable investment bank selected by the Company and approved by the Holder, which approval shall not be unreasonably
withheld or (ii) the disputed arithmetic calculation of the Exercise Price, Market Price or any Successor Major Transaction Consideration
to the Company’s independent, outside registered public accountants. The Company shall use its reasonable best efforts to cause
the investment bank or the accountants, as the case may be, to perform the determinations or calculations and notify the Company and
the Holder of the results no later than five (5) Trading Days from the time it receives the disputed determinations or calculations.
Such investment bank’s or accountants’ determination or calculation, as the case may be, shall be binding upon all parties
absent demonstrable error, and the Company and Holder shall each pay one half of the fees and costs of such investment banker or accountant.
Notwithstanding the existence of a dispute contemplated by this paragraph, if requested by Holder, the Company shall issue to Holder
the Exercise Shares, if any, that are not in dispute in accordance with the terms hereof.


 


4.
Transfer and Registration.


 


(a)
Transfer Rights. Subject to the provisions of Section 8 of this Warrant, this Warrant may be transferred on the books of the
Company, in whole or in part, upon surrender of this Warrant properly completed and endorsed. Subject to the provisions of Section 8
of this Warrant, this Warrant shall be canceled upon such surrender and, as soon as practicable thereafter, the person to whom such transfer
is made shall be entitled to receive a new Warrant or Warrants as to the portion of this Warrant transferred, and the Holder shall be
entitled to receive a new Warrant as to the portion hereof retained, if any.


 


(b)
Registrable Securities. The Holder (and applicable assignees or transferees of this Warrant and/or shares of Common Stock issuable
upon Exercise of this Warrant) is entitled to registration and other rights in respect of the shares issuable upon Exercise of this Warrant
pursuant to the Registration Rights Agreement.


 


Credit
and Guaranty Agreement


 






    Exhibit O-11


     


    

 


EXHIBIT O


 


5.
 Adjustments Upon Certain Events.


 


(a)
Participation. The Holder, as the holder of this Warrant, shall be entitled to receive such dividends paid and distributions of any
kind made to the holders of Common Stock of the Company to the same extent as if the Holder had Exercised this Warrant into Common Stock
(without regard to any limitations on exercise herein or elsewhere and without regard to whether or not a sufficient number of shares
are authorized and reserved to effect any such exercise and issuance) and had held such shares of Common Stock on the record date for
such dividends and distributions (or, if there is no record date therefor, on the date of such dividend or distribution). Payments under
the preceding sentence shall be made concurrently with the dividend or distribution to the holders of Common Stock.


 


(b)
Recapitalization or Reclassification. If the Company shall at any time effect any subdivision of outstanding Common Stock (by any
stock split, stock dividend, recapitalization or otherwise), combination of outstanding Common Stock (by consolidation, combination,
reverse stock split or otherwise), reclassification or other similar transaction of such character that shares of Common Stock shall
be changed into or become exchangeable for a larger or smaller number of shares (a “Stock Event”), then upon the effective
date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be
increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock
by reason of such Stock Event, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased
or, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides
to holders of Common Stock of any transaction described in this Section 5(b).


 


(c)
[Reserved.]


 


(d)
Rights Upon Major Transaction.


 


(i)
Major Transaction. In the event that a Major Transaction (as defined below) occurs, then
(1) in the case of a Successor Major Transaction, the Holder, at its option, may elect to cause the conversion of this Warrant (a “Successor
Major Transaction Conversion”) in whole or in part, into the right to receive the Successor Major Transaction Consideration, upon
consummation of the Successor Major Transaction, and (2) in the case of all other Major Transactions, the Holder shall have the right
to exercise this Warrant (or any portion thereof), at any time and from time to time following the occurrence of such event, as a Cashless
Major Exercise. In the event the Holder shall not have exercised any of its rights under clauses (1) or (2) above within the applicable
time periods set forth herein, then the Major Transaction shall either be treated as an Assumption (as defined below) in accordance with
Section 5(d)(ii)(A) below, or, if no election is made by the Holder, as an Organic Change in accordance with Section 5(d)(ii)(B) below,
as applicable. Each of the following events shall constitute a “Major Transaction”:


 


(A)
a consolidation, merger, exchange of shares, recapitalization, reorganization, business combination or other similar event, (1) following
which the holders of Common Stock immediately preceding such consolidation, merger, exchange, recapitalization, reorganization, combination
or event either (a) no longer hold a majority of the shares of Common Stock or (b) no longer have the ability to elect a majority of
the board of directors of the Company or (2) as a result of which shares of Common Stock shall be exchanged for or otherwise changed
into (or the shares of Common Stock otherwise become entitled to receive) the same or a different number of shares of a class or classes
of stock or securities of the Company or another entity (collectively, a “Change of Control Transaction”);


 


Credit
and Guaranty Agreement


 






    Exhibit O-12


     


    

 


EXHIBIT O


 


(B)
the sale or transfer of assets of the Company and/or any of its subsidiaries in one transaction or a series of related transactions for
a purchase price of more than 50% of the Company’s Enterprise Value or a sale or transfer of all or substantially all of the Company’s
assets (including, for the avoidance of doubt, a sale of all or substantially all of the assets of the Company and its subsidiaries,
taken as a whole);


 


(C)
a purchase, tender or exchange offer made to the holders of outstanding shares of Common Stock, such that following the completion of
such purchase, tender or exchange offer a Change of Control Transaction shall have occurred;


 


(D)
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, files
a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect
 “beneficial owner” as defined in Rule 13d-3 under the Exchange Act of the Company’s Common Stock representing more
than 50% of the voting power of the Company’s Common Stock.


 


(E)
the liquidation, bankruptcy, insolvency, dissolution or winding-up (or the occurrence of any analogous proceeding) affecting the Company;


 


(F)
the shares of Common Stock (or equivalent equity securities of any Parent Entity resulting from a transaction of the type specified by
clause (A) that does not qualify as a Change of Control Transaction) cease to be listed, traded or publicly quoted on the NYSE and are
not promptly listed on either the NASDAQ GS, the NYSE American, the NASDAQ Global Market or the NASDAQ Capital Market; or


 


(G)
the Common Stock ceases to be registered under Section 12 of the Exchange Act.


 


(ii)
Assumption and Organic Change.


 


(A)
Any assumption of the Company’s obligations under this paragraph shall be referred to herein as an “Assumption.” Unless
otherwise provided in writing by the Holder, the Company shall not consummate a Major Transaction for which the Holder has delivered
an Assumption Election Notice (as defined below) in which the Company is not the surviving entity or as a result of which the Company
has a new Parent Entity, unless (A) each Person acquiring the Company’s assets or Common Stock (or Parent Entity thereof, as applicable),
or any other Successor Entity resulting from such Major Transaction, assumes in writing all of the obligations of the Company under this
Warrant, the Credit Agreement (but only as they relate to the Warrants or the Exercise Shares) and the Registration Rights Agreement
in accordance with the provisions of this Section 5(d)(ii) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder prior to the consummation of such Major Transaction (such approval not to be unreasonably withheld,
conditioned or delayed), including agreements to deliver to each Holder in exchange for its Warrants a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to the Warrants, that, among other things, (1) is exercisable
for the appropriate number of shares of the Successor Entity’s capital stock (without regard to the 4.985% Cap or any other restriction
or limitation on exercise; provided that such instrument shall contain a limitation on exercise comparable to that contained in the second
paragraph of Section 1 of this Warrant), (2) has an exercise price similar to the then-effective Exercise Price (taking into account
the relative value of Common Stock compared to the capital stock of the Successor Entity, and any conversion or exchange ratio applicable
to the Common Stock in the Major Transaction) and exercise price adjustment provisions similar to those in the Warrants; (3) entitles
Holder to such additional securities or other consideration, if any, as Holder would be entitled pursuant to Section 5(d)(i) in connection
with the Major Transaction; and (4) provides for registration rights similar to those provided by the Registration Rights Agreement and
otherwise satisfactory to the Holder; and (B) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose
common stock is quoted or listed for trading on an Eligible Market. Upon the occurrence of any Major Transaction with respect to which
Holder shall have delivered an Assumption Election Notice, any Successor Entity shall succeed to, and be substituted for (so that from
and after the date of such Major Transaction, the provisions of this Warrant and the Registration Rights Agreement referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations
of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation
of the Major Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this
Warrant at any time after the consummation of the Major Transaction, in lieu of shares of Common Stock (or other securities, cash, assets
or other property) issuable upon the exercise of the Warrants prior to such Major Transaction, such shares of publicly traded common
stock or equivalent equity securities of the Successor Entity, as adjusted in accordance with the provisions of this Warrant. The provisions
of this Section shall apply similarly and equally to successive Major Transactions and shall be applied without regard to any limitations
on the exercise of this Warrant.


 


Credit
and Guaranty Agreement


 






    Exhibit O-13


     


    

 


EXHIBIT O


 


Any
recapitalization, reorganization, reclassification, consolidation, merger, or any other similar transaction, in each case, that is effected
in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities
or assets with respect to, or in exchange for, Common Stock is referred to herein as an “Organic Change.” Without limiting
the rights of the Holder under Section 5(a) or any other provision of this Warrant, unless otherwise provided in writing by the Holder,
prior to the consummation of any Organic Change, the Company will make appropriate provision (pursuant to written agreements in form
and substance reasonably satisfactory to the holders of a majority in interest of the Warrants and approved by the Holder prior to the
consummation of such Organic Change (such approval not to be unreasonably withheld, conditioned or delayed)) to ensure that the Holder
will thereafter have the right to acquire and receive, in lieu of the shares of Common Stock otherwise acquirable or receivable upon
the exercise of this Warrant (without regard to the 4.985% Cap or any other restriction or limitation on exercise), such shares, securities
and/or assets as would have been issued or payable in such Organic Change with respect to, or in exchange for, the number of shares of
Common Stock which would have been acquirable or receivable upon the exercise of this Warrant immediately prior to such Organic Change
(without regard to the 4.985% Cap or any other restriction or limitation on exercise); provided that such written agreement shall contain
a limitation on exercise comparable to the 4.985% Cap. In any such case, the Company will make appropriate provision (pursuant to written
agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder prior to the consummation of such Organic
Change (such approval not to be unreasonably withheld, conditioned or delayed)) with respect to the Holder’s rights and interests
to ensure that the provisions of this Section 5(d)(ii)(B) will thereafter be applicable to this Warrant. Notwithstanding the foregoing,
in no event shall a Major Transaction as to which Holder has exercised any of its rights pursuant to clause (1) of the first sentence
of Section 5(d)(i) or pursuant to Section 5(d)(ii)(A) be subject to the provisions of this Section 5(d)(ii)(B), and the foregoing shall
not affect Holder’s right to Exercise this Warrant prior to the consummation of the Organic Change.


 


For the avoidance of doubt,
the rights and obligations of the Company and Holder upon the occurrence of a Major Transaction are conditional upon such Major Transaction
being consummated (or actually occurring) and in the event that a Major Transaction for which Holder is given notice is not consummated
(or does not occur), then upon written notice from the Company to Holder confirming that such Major Transaction has not and will in no
event be consummated (or occur), all actions taken under this Section 5(d) prior to such written notice in connection with such Major
Transaction shall be deemed to be rescinded and null and void and the Company shall return to the Holder this Warrant (if previously
surrendered to the Company in connection with an anticipated Major Transaction under this Section 5(d)). In the event that such Major
Transaction is being consummated pursuant to an agreement between the Company (or any Affiliate thereof) and any other Person, the Company
shall not deliver the written notice contemplated by the immediately preceding sentence unless such agreement has terminated.


 


Credit and Guaranty
Agreement


 






    Exhibit O-14


     


    

 


EXHIBIT O


 


(iii)
Notice; Major Transaction Early Termination Right; Notice of Cashless Major Exercise. At least thirty (30) days prior to the consummation
of any Major Transaction or Organic Change, but, in any event, within five (5) Trading Days following the first to occur of (x) the
date of the public announcement of such Major Transaction or Organic Change if such announcement is made before 4:00 p.m., New York City
time, or (y) the day following the public announcement of such Major Transaction or Organic Change if such announcement is made
on and after 4:00 p.m., New York City time, the Company shall deliver written notice thereof via electronic mail and overnight courier
to the Holder (a “Major Transaction/Organic Change Notice”). At any time during the period beginning after the Holder’s
receipt of a Major Transaction/Organic Notice in respect of a Successor Major Transaction and ending five (5) Trading Days prior to the
consummation of such Major Transaction (the “Early Termination Period”), the Holder may either (A) elect a Successor Major
Transaction Conversion by delivering written notice thereof (“Major Transaction Early Termination Notice”) to the Company,
which Major Transaction Early Termination Notice shall indicate the portion of the Warrant (with reference to the number of shares of
Common Stock issuable upon a Cash Exercise of such portion, without regard to the 4.985% Cap, if less than the full Warrant) that the
Holder is electing to be treated as a Successor Major Transaction Conversion or (B) elect to have this Warrant assumed in accordance
with Section 5(d)(ii)(A) by delivering written notice thereof (an “Assumption Election Notice”) to the Company. The portion
of this Warrant subject to early termination pursuant to this Section 5(d)(iii) as a Successor Major Transaction Conversion shall be
converted into the right to receive the Successor Major Transaction Consideration.


 


To
the extent the Holder shall elect to effect a Cashless Major Exercise in respect of a Major Transaction, the Holder shall deliver its
Exercise Form in accordance with Section 3(b), at any time and from time to time following receipt by the Holder of the Major Transaction/Organic
Change Notice until the later of (x) the expiration of the Term and
(y) thirty (30) days following the consummation of the applicable Major Transaction (the
 “Cashless Major Exercise Period”). For the avoidance of doubt, the Holder shall be permitted to make successive Cashless
Major Exercises and send successive Exercise Forms in respect of a Cashless Major Exercise, from time to time at any time during the
Cashless Major Exercise Period.


 


(iv)
Escrow; Payment of Successor Major Transaction Consideration. Following the receipt of a Major Transaction Early Termination Notice
in respect of a Successor Major Transaction from the Holder, the Company shall not effect a Successor Major Transaction with respect
to which the Holder has elected a Successor Major Transaction Conversion unless it shall first either (i) place into an escrow account
with an independent escrow agent, at least three (3) Trading Days prior to the closing date of the Major Transaction, the Successor Major
Transaction Consideration or (ii) obtained the written agreement of the Successor Entity (which agreement shall include provisions entitling
the Holder to enforce such agreement as a third party beneficiary) that the payment or issuance of the Successor Major Transaction Consideration
shall be made to the Holder concurrently with the consummation of such Major Transaction and such payment or issuance, as the case may
be, shall be a condition precedent to the consummation of such Major Transaction. Concurrently upon closing of such Major Transaction,
the Company shall pay or issue or shall instruct the escrow agent to deliver the Successor Major Transaction Consideration to the Holder.
For purposes of determining the amount required to be placed in escrow (if applicable) pursuant to the provisions of this subsection
(iv) and without affecting the amount of the actual Successor Major Transaction Consideration, the calculation of the price referred
to in clause (1) of the first column of Schedule 1 hereto with respect to Stock Price shall be determined based on the Closing Market
Price (as defined on Schedule I) of the Common Stock on the Trading Day immediately preceding the date that the Successor Major Transaction
Consideration is deposited with the escrow agent.


 


Credit and Guaranty
Agreement


 






    Exhibit O-15


     


    

 


EXHIBIT O


 


(v)
Injunction. Following the receipt of a Major Transaction Early Termination Notice from the Holder, in the event that the Company
attempts to consummate a Successor Major Transaction without either (1) placing the Successor Major Transaction Consideration in escrow
in accordance with subsection (iv) above, or (2) delivering the Successor Major Transaction Consideration to the Holder prior to consummation
of such Major Transaction, the Holder shall have the right to apply for an injunction in any state or federal court sitting in the City
of New York, borough of Manhattan to prevent the closing of such Major Transaction until the Successor Major Transaction Consideration
is delivered to the Holder.


 


An early termination
required by this Section 5(d) shall be made in accordance with the provisions of Section 12 and shall have priority to payments
to holders of Common Stock in connection with a Major Transaction. To the extent an early termination required by this Section 5(d)
is deemed or determined by a court of competent jurisdiction to be prepayments of the Warrant by the Company, such early termination
shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5, until the Successor Major Transaction
Consideration is paid in full, this Warrant may be exercised, in whole or in part, by the Holder into shares of Common Stock, or in the
event the Exercise Date is after the consummation of the Major Transaction, shares of publicly traded common stock or equivalent equity
securities of the Successor Entity pursuant to Section 5(d). The parties hereto agree that in the event of the Company’s early
termination of any portion of the Warrant under this Section 5(d), the Holder’s damages would be uncertain and difficult to
estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable
substitute investment opportunity for the Holder. Accordingly, any premium due under this Section 5(d) is intended by the parties
to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 


(e)
Exercise Price Adjusted. As used in this Warrant, the term “Exercise Price” shall mean the purchase price per share specified
in Section 3(a) of this Warrant, until the occurrence of an event stated in this Section 5 or otherwise set forth in this Warrant,
and thereafter shall mean said price as adjusted from time to time in accordance with the provisions of this subsection 5. No adjustment
made pursuant to any provision of this Section 5 shall have the net effect of increasing the Exercise Price in relation to the split
adjusted and distribution adjusted price of the Common Stock.


 


(f)
Adjustments: Additional Shares, Securities or Assets. In the event that at any time, as a result of an adjustment made pursuant to
this Section 5 or otherwise, Holder shall, upon Exercise of this Warrant, become entitled to receive shares and/or other securities
or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to refer
to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets
shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of
this Section 5.


 


Credit
and Guaranty Agreement


 






    Exhibit O-16


     


    

 


EXHIBIT O


 


(g)
Notice of Adjustments. Whenever the Exercise Price and/or number or type of securities issuable upon Exercise is adjusted pursuant
to the terms of this Warrant, the Company shall promptly deliver to the Holder a notice (an “Exercise Price Adjustment Notice”)
setting forth the Exercise Price and/or number or type of securities issuable upon Exercise after such adjustment and setting forth a
statement of the facts requiring such adjustment. The Company shall, upon the written request at any time of the Holder, furnish to such
Holder a like Warrant setting forth (i) such adjustment or readjustment, (ii) the Exercise Price at the time in effect and
(iii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received
upon Exercise of the Warrant. For purposes of clarification, whether or not the Company provides an Exercise Price Adjustment Notice
pursuant to this Section 5(f), upon the occurrence of any event that leads to an adjustment of the Exercise Price, the Holder shall
be entitled to receive a number of Exercise Shares based upon the new Exercise Price, as adjusted, for exercises occurring on or after
the date of such adjustment, regardless of whether the Holder accurately refers to the adjusted Exercise Price in the Exercise Form.


 


(h)
Choice of Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in
a Successor Major Transaction or Organic Change, then Holder shall be given the same choice as to the type of consideration it receives
upon any Exercise of this Warrant in connection with such Successor Major Transaction or Organic Change.


 


6.
Fractional Interests.


 


No fractional shares
or scrip representing fractional shares shall be issuable upon the Exercise of this Warrant, but on Exercise of this Warrant, Holder
may purchase only a whole number of shares of Common Stock. If, on Exercise of this Warrant, Holder would be entitled to a fractional
share of Common Stock or a right to acquire a fractional share of Common Stock, such fractional share shall be disregarded and the number
of shares of Common Stock issuable upon Exercise shall be the next higher whole number of shares.


 


7.
Reservation of Shares.


 


From and after
the date hereof, the Company shall at all times reserve for issuance such number of authorized and unissued shares of Common Stock (or
other securities substituted therefor as herein above provided) as shall be sufficient for the Exercise of this Warrant and payment of
the Exercise Price. If at any time the number of shares of Common Stock authorized and reserved for issuance is below the number of shares
sufficient for the Exercise of this Warrant (a “Share Authorization Failure”), the Company will promptly take all corporate
action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of
stockholders to authorize additional shares to meet the Company’s obligations under this Section 7, in the case of an insufficient
number of authorized shares, and using its best efforts to obtain stockholder approval of an increase in such authorized number of shares.
The Company covenants and agrees that upon the Exercise of this Warrant, all shares of Common Stock issuable upon such Exercise shall
be duly and validly issued, fully paid and nonassessable and not subject to preemptive rights, rights of first refusal or similar rights
of any Person. The Company covenants and agrees that all shares of Common Stock issuable upon Exercise of this Warrant shall be approved
for listing on the NYSE, or, if that is not the principal trading market for the Common Stock, such principal market on which the Common
Stock is traded or listed.


 


Credit and Guaranty
Agreement


 



    Exhibit O-17


     


    




 


EXHIBIT O


 


8.
 Restrictions on Transfer.


 


(a)
Registration or Exemption Required. This Warrant has been issued in a transaction exempt from the registration requirements of the
Securities Act by virtue of Regulation D and exempt from state registration or qualification under applicable state securities (or “blue
sky”) laws. None of the Warrant, the Exercise Shares or Failure Payment Shares may be transferred, sold or assigned except pursuant
to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state
laws, including pursuant to Section 4(a)(7) of the Securities Act or in a so-called “4[(a)](1) and a half” transaction.


 


(b)
Assignment. Subject to Section 8(a), the Holder may sell, transfer, assign, pledge, or otherwise dispose of this Warrant, in
whole or in part. Holder shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B,
indicating the Person or Persons to whom the Warrant shall be assigned and the respective number of warrants to be assigned to each assignee.
Subject to the last two sentences of this paragraph, the Company shall effect the assignment within three (3) Trading Days (the “Transfer
Delivery Period”), and shall deliver to the assignee(s) designated by the Holder a Warrant or Warrants of like tenor and terms
entitling the assignee(s) to purchase the appropriate number of shares. This Warrant and the rights evidenced hereby shall inure to the
benefit of and be binding upon the successors and assigns of the Holder. The provisions of this Warrant are intended to be for the benefit
of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder. For avoidance of doubt, in the event Holder
notifies the Company that such sale or transfer is being effected pursuant to Section 4(a)(7) of the Securities Act or in a so called
 “4[(a)](1) and half” transaction, the parties hereto agree that a legal opinion from outside counsel for the Holder delivered
to counsel for the Company substantially in the form attached hereto as Exhibit C shall be the only requirement to satisfy
an exemption from registration under the Securities Act to effectuate such transaction. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full,
in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers
an Assignment form to the Company assigning this Warrant in full. Notwithstanding anything herein to the contrary, this Warrant, if properly
assigned in accordance herewith, may be exercised by a new holder for the purchase of Exercise Shares immediately upon effectiveness
of such assignment without having a new Warrant issued.


 


9.
Noncircumvention.


 


The Company hereby
covenants and agrees that the Company will not, by amendment of its certificate of incorporation, bylaws or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out
all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality
of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of
this Warrant above the Exercise Price then in effect, and (ii) shall take all such actions as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant.


 


10.
Events of Failure; Definition of Black Scholes Value.


 


(a) Definition. 


 


The occurrence of each of the following
shall be considered to be an “Event of Failure.”


 


Credit
and Guaranty Agreement


 






    Exhibit O-18


     


    

 


EXHIBIT O


 


(i)
A Delivery Failure occurs, where a “Delivery Failure” shall be deemed to have occurred if the Company fails to deliver Exercise
Shares to the Holder within any applicable Delivery Period;


 


(ii)
A Legend Removal Failure occurs, where a “Legend Removal Failure” shall be deemed to have occurred if the Company fails to
issue this Warrant and/or Exercise Shares without a restrictive legend, or fails to remove a restrictive legend, when and as required
under Section 2(e) hereof;


 


(iii)
a Transfer Delivery Failure occurs, where a “Transfer Delivery Failure” shall be deemed to have occurred if the Company fails
to deliver a Warrant within any applicable Transfer Delivery Period; and


 


(iv)
a Registration Failure (as defined below).


 


For purpose hereof,
 “Registration Failure” means that (A) the Company fails to file with the SEC on or before the Filing Deadline (as defined
in the Registration Rights Agreement) any Registration Statement required to be filed pursuant to Section 2(a) of the Registration Rights
Agreement, (B) the Company fails to use its best efforts to obtain effectiveness with the SEC, prior to the Registration Deadline (as
defined in the Registration Rights Agreement), of any Registration Statement (as defined in the Registration Rights Agreement) that is
required to be filed pursuant to Section 2(a) of the Registration Rights Agreement, or fails to use its best efforts to keep each such
Registration Statement current and effective as required in Section 3 of the Registration Rights Agreement, (C) the Company fails to
file any additional Registration Statement required to be filed pursuant to Section 2(a)(ii) of the Registration Rights Agreement on
or before the Additional Filing Deadline or fails to use its best efforts to cause such additional Registration Statement to become effective
on or before the Additional Registration Deadline, (D) the Company fails to file any amendment to any Registration Statement, or any
additional Registration Statement required to be filed pursuant to Section 3(b) of the Registration Rights Agreement within thirty (30)
days of the applicable Registration Trigger Date (as defined in the Registration Rights Agreement), or fails to use its best efforts
to cause such amendment and/or new Registration Statement to become effective within ninety (90) days of the applicable Registration
Trigger Date, (E) any Registration Statement required to be filed under the Registration Rights Agreement, after its initial effectiveness
and during the Registration Period (as defined in the Registration Rights Agreement), lapses in effect or sales of all of the Registrable
Securities (as defined in the Registration Rights Agreement) cannot otherwise be made thereunder (whether by reason of the Company’s
failure to amend or supplement the prospectus included therein in accordance with the Registration Rights Agreement, the Company’s
failure to file and use its best efforts to obtain effectiveness with the SEC of an additional Registration Statement or amended Registration
Statement required pursuant to Sections 2(a)(ii) or 3(b) of the Registration Rights Agreement, as applicable, or otherwise), or (F) the
Company fails to provide a commercially reasonable written response to any comments to any Registration Statement submitted by the SEC
within twenty five (25) days of the date that such SEC comments are received by the Company.


 


(b) Failure
Payments; Black-Scholes Determination. The Company understands that any Event of Failure (as defined above) could result in economic
loss to the Holder. In the event that any Event of Failure occurs, as compensation to the Holder for such loss, the Company agrees to
make payments (as partial liquidated damages and not as a penalty) to the Holder an amount payable, at the Company’s option, either
(i) in cash or (ii) in shares of Common Stock that are valued for these purposes at the Volume Weighted Average Price on the date of
such calculation (“Failure Payments”), in each case at a rate equal to 15% per annum (or the maximum rate permitted
by applicable law, whichever is less) of the Black-Scholes Value (as determined below) of the remaining unexercised portion of this Warrant
on the date of such Event of Failure (as recalculated on the first Trading Day of each month thereafter for as long as Failure Payments
shall continue to accrue), which shall accrue daily from the date of such Event of Failure until the Event of Failure is cured, accruing
daily and compounded monthly; provided, however, that in the event the Company elects to make Failure Payments in shares of Common Stock,
the Company shall issue, and the Holder shall only receive, up to such amount of shares of Common Stock in respect of Failure Payments
such that Holder and any other persons or entities whose beneficial ownership of Common Stock would be aggregated with the Holder’s
for purposes of Section 13(d) of the Exchange Act (including shares held by any “group” of which the Holder is a member,
but excluding shares beneficially owned by virtue of the ownership of securities or rights to acquire securities that have limitations
on the right to convert, exercise or purchase similar to the limitation set forth herein) shall not collectively beneficially own greater
than 4.985% of the total number of shares of Common Stock of the Company then issued and outstanding, and the balance of such Failure
Payments shall be paid in cash. For purposes of clarification, it is agreed and understood that Failure Payments shall continue to accrue
following any Event of Default until the applicable Default Amount (as defined below) is paid in full.


 


Credit and Guaranty
Agreement


 



    Exhibit O-19


     


    




 


EXHIBIT O


 


Notwithstanding
the above, (1) in the event that the Company (i) has, by the Filing Deadline (as defined the Registration Rights Agreement), filed
a Registration Statement (as defined in the Registration Rights Agreement) covering the number of shares required by the Registration
Rights Agreement, and (ii) has responded in writing to any comments to the Registration Statement that the Company has received
from the SEC within ten (10) Trading Days of such receipt, and nevertheless the SEC has not declared effective a Registration Statement
covering the full number of Exercise Shares issuable upon exercise of the Warrants by the Registration Deadline (as defined in the Registration
Rights Agreement) then, the Failure Payments attributable to such late Registration Effectiveness shall be reduced from 15% per annum
to 12% (calculated as set forth above) and (2) in no event shall the aggregate Failure Payments attributable solely to the failure by
the SEC to declare a Registration Statement effective exceed 10% of the Black-Scholes value of the Warrant. The Company shall satisfy
any Failure Payments under this Section pursuant to Section 10(c) below. Failure Payments shall be in addition to any Shares that the
Holder is entitled to receive upon Exercise of this Warrant.


 


(c) Payment
of Accrued Failure Payments. The Failure Payments and Failure Shares representing accrued Failure Payments for each Event of Failure
shall be paid or issued and delivered, as the case may be, on or before the fifth (5th) Trading Day of each month following a month
in which Failure Payments accrued. Nothing herein shall limit the Holder’s right to pursue actual damages (to the extent in excess
of the Failure Payments) for the Company’s Event of Failure, and the Holder shall have the right to pursue all remedies available
at law or in equity (including a decree of specific performance and/or injunctive relief). Notwithstanding the above, if a particular
Event of Failure results in an Event of Default pursuant to Section 11 hereof, then the Failure Payments, for that Event of Failure
only, shall be considered to have been satisfied upon payment to the Holder of an amount equal to the greater of (i) the Failure
Payments, or (ii) the Default Amount, payable in accordance with Section 11.


 


(d) Maximum
Interest Rate. Nothing contained herein or in any document referred to herein or delivered in connection herewith shall be deemed
to establish or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the
event that the rate of interest or dividends required to be paid or other charges hereunder exceed the maximum permitted by such law,
any payments in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thereby refunded to the
Company.


 


11.
Default.


 


(a) Events Of
Default. Each of the following events shall be considered to be an “Event of Default,” unless waived by the Holder:


 


Credit
and Guaranty Agreement


 






    Exhibit O-20


     


    

 


EXHIBIT O


 


(i)
Failure To Effect Registration. (A) With respect to all Registration Failures, a Registration Failure occurs and remains uncured
for a period of more than thirty (30) days (or forty-five (45) days in the case where the Company (1) has, by the Filing Deadline
(as defined the Registration Rights Agreement) filed a Registration Statement (as defined in the Registration Rights Agreement) covering
this Warrant and the number of shares required by the Registration Rights Agreement, and (2) has responded in writing to any comments
to the Registration Statement that the Company has received from the SEC within ten (10) Trading Days of such receipt, and nevertheless
the SEC has not declared effective a Registration Statement covering the this Warrant and the Warrant Shares by the Registration Deadline
(as defined in the Registration Rights Agreement)), and such Registration Failure relates solely to the Company’s failure
to have the Registration Statement declared effective by the Registration Deadline (as defined in the Registration Rights Agreement);
and (B) with respect to a Registration Failure provided in clause (E) of the definition of “Registration Failure,” such Registration
Failure occurs and remains uncured for a period of more than thirty (30) days;


 


(ii)
Failure To Deliver Common Stock or Cash. A Delivery Failure (as defined above) occurs and remains uncured for a period of more
than twenty (20) days; or, at any time, the Company announces or states in writing that it will not honor its obligations to issue shares
of Common Stock to the Holder upon Exercise by the Holder of the Exercise rights of the Holder in accordance with the terms of this Warrant;


 


(iii)
Legend Removal Failure. A Legend Removal Failure (as defined above) occurs and remains uncured for a period of twenty (20) days;


 


(iv)
Transfer Delivery Failure. A Transfer Delivery Failure (as defined above) occurs and remains uncured for a period of twenty (20)
days; and


 


(v)
Corporate Existence; Major Transaction. Each only to the extent applicable: (A) where Holder has delivered a Major Transaction
Early Termination Notice and the Successor Major Transaction Consideration in respect of the portion of this Warrant that Holder is electing
to be treated as a Cashless Successor Major Transaction Exercise is not paid concurrently with the consummation of such Successor Major
Transaction, or (B) where the Company has failed to place the Successor Major Transaction Consideration into escrow and to instruct the
escrow agent to release the Successor Major Transaction Consideration to Holder or to obtain the written agreement of the Successor Entity
(which agreement shall be enforceable by Holder as a third party beneficiary) pursuant to Section 5(d)(iv), or (C) with respect to a
Major Transaction with respect to which Holder has delivered an Assumption Election Notice, or any Organic Change, subject to the last
sentence of Section 5(d)(ii)(B), the Company has failed to meet the applicable requirements of Section 5(d)(ii).


 


(b)
Mandatory Early Termination.


 


(i)
Mandatory Early Termination Amount; Cashless Default Exercise. The Company shall notify the Holder in writing within one (1) Business
Day of the occurrence of an Event of Default. If any Events of Default shall occur then, at the option of the Holder, such option exercisable
through the delivery of written notice to the Company by such Holder (the “Default Notice”), the Company shall have the right
to terminate the outstanding amount of this Warrant and pay to the Holder (a “Mandatory Early Termination”), in full satisfaction
of its obligations hereunder by delivery of a notice to such effect to the Holder within two (2) Trading Days following receipt of the
Default Notice, an amount payable in cash (the “Mandatory Early Termination Amount” or the “Default Amount”)
equal to the greater of (A) the Black-Scholes Value (as determined in accordance with Section 10(b)) of the remaining unexercised portion
of this Warrant on the date of such Default Notice and (B) the Black-Scholes Value (as determined in accordance with Section 10(b)) of
the remaining unexercised portion of this Warrant on the Trading Day immediately preceding the date that the Mandatory Early Termination
Amount is paid to the Holder. In the event the Company does not exercise its right to consummate
a Mandatory Early Termination, then the Holder shall have the right to exercise this Warrant, at any time and from time to time, pursuant
to a Cashless Default Exercise in accordance with Section 3(c) above.


 


Credit and Guaranty
Agreement


 






    Exhibit O-21


     


    

 


EXHIBIT O


 


The Mandatory Early
Termination Amount shall be payable within five (5) Trading Days following the date of the applicable Default Notice.


 


(ii)
Liquidated Damages. The parties hereto acknowledge and agree that the sums payable as Failure Payments or pursuant to a Mandatory
Early Termination shall constitute partial liquidated damages and not penalties. The parties further acknowledge that (i) the amount
of loss or damages likely to be incurred by the Holder is incapable or is difficult to precisely estimate, (ii) the amounts specified
bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss likely to be incurred by the Holder,
and (iii) the parties are sophisticated business parties and have been represented by sophisticated and able legal and financial
counsel and negotiated this Agreement at arm’s length.


 


The Default Amount,
together with all other amounts payable hereunder, shall immediately become due and payable, all without demand, presentment or notice,
all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection,
and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.


 


(c)
Posting Of Bond. In the event that any Event of Default occurs hereunder, the Company may not raise as a legal defense (in any Lawsuit,
as defined below, or otherwise) or justification to such Event of Default any claim that such Holder or anyone associated or affiliated
with such Holder has been engaged in any violation of law, unless the Company has posted a surety bond (a “Surety Bond”)
for the benefit of such Holder in the amount of 130% of the aggregate Surety Bond Value (as defined below) of all of the Holder’s
Warrants (the “Bond Amount”), which Surety Bond shall remain in effect until the completion of litigation of the dispute
and the proceeds of which shall be payable to such Holder to the extent Holder obtains judgment.


 


For purposes hereof,
a “Lawsuit” shall mean any lawsuit, arbitration or other dispute resolution filed by either party herein pertaining to any
of this Warrant, the Credit Agreement, the Registration Rights Agreement or any other Loan Document (as defined in the Credit Agreement).


 


“Surety Bond
Value,” for the Warrants shall mean 130% of the of the Black-Scholes Value of the remaining unexercised portion of this Warrant
on the Trading Day immediately preceding the date that such bond goes into effect).


 


(d)
[Reserved.]


 


(e)
Remedies, Other Obligations, Breaches And Injunctive Relief. The remedies provided in this Warrant shall be cumulative and in addition
to all other remedies available under this Warrant, the Credit Agreement and the Registration Rights Agreement and any other Loan Document,
at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right
of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges
that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach
may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing
economic loss and without any bond or other security being required.


 


Credit and Guaranty
Agreement


 



    Exhibit O-22


     


    




 



 


EXHIBIT O


 


12.
Holder’s Early Terminations.


 


(a)
Mechanics of Holder’s Early Terminations. In the event that the Company does not deliver the applicable Successor Major Transaction
Consideration or Default Amount or the Exercise Shares in respect of a Cashless Major Exercise or a Cashless Default Exercise, as the
case may be, to the Holder within the time period or as otherwise required pursuant to the terms hereof, at any time thereafter the Holder
shall have the option, upon notice to the Company, in lieu of early termination, Cashless Major Exercise or Cashless Default Exercise,
as the case may be, to require the Company to promptly return to the Holder all or any portion of this Warrant that was submitted for
early termination or exercise. Upon the Company’s receipt of such notice, (x) the applicable early termination or exercise,
as the case may be, shall be null and void with respect to such applicable portion of this Warrant, (y) the Company shall immediately
return this Warrant, or issue a new Warrant to the Holder representing the portion of this Warrant that was submitted for early termination
or exercise and (z) the Exercise Price of this Warrant or such new Warrant shall be adjusted to the lesser of (A) the Exercise
Price as in effect on the date on which the applicable early termination, default or exercise notice, as the case may be, is voided and
(B) the lowest closing price for the Common Stock on the NYSE, or, if the NYSE is not the principal trading market for the Common
Stock, the principal securities exchange or other securities market on which the Common Stock is then being traded, during the period
beginning on and including the date on which the applicable early termination, default or exercise notice, as the case may be, is delivered
to the Company and ending on and including the date on which the applicable early termination or exercise is voided. The Holder’s
delivery of a notice voiding an early termination or exercise and exercise of its rights following such notice shall not affect the Company’s
obligations to make any payments of Failure Payments which have accrued prior to the date of such notice with respect to the Warrant
subject to such notice.


 


13.
Benefits of this Warrant.


 


Nothing in this
Warrant shall be construed to confer upon any person other than the Company and the Holder any legal or equitable right, remedy or claim
under this Warrant, and this Warrant shall be for the sole and exclusive benefit of the Company and Holder.


 


14.
Governing Law.


 


This Agreement
and all matters concerning the construction, validity, enforcement and interpretation hereof or otherwise relating hereto shall be governed
by and construed in accordance with the internal laws of the State of New York. Each party agrees that all legal proceedings concerning
the interpretation, enforcement or defense of the transactions contemplated by this Agreement or otherwise arising hereunder or relating
hereto (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, employees or agents)
shall be commenced exclusively in the state and federal courts sitting in the City of New York, borough of Manhattan. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address
in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. THE PARTIES HEREBY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, THIS AGREEMENT AND
ANY TRANSACTIONS CONTEMPLATED. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.
If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


 


Credit and Guaranty
Agreement


 






    Exhibit O-23 


     


    

 


EXHIBIT O


 


15.
Loss of Warrant.


 


Upon receipt by
the Company of evidence of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction)
of indemnity or security reasonably satisfactory to the Company, and upon surrender and cancellation of this Warrant, if mutilated, the
Company shall execute and deliver a new Warrant of like tenor and date.


 


16.
Notice or Demands.


 


Except as otherwise
provided herein, notices or demands pursuant to this Warrant, including, without limitation, an Exercise Form, shall be given in writing,
(i) if delivered (a) from within the domestic United States, by first-class registered or certified airmail, or nationally recognized
overnight express courier, postage prepaid or electronic mail or (b) from outside the United States, by International Federal Express
or electronic mail, and (ii) will be deemed given (a) if delivered by first-class registered or certified mail domestic, three (3) Business
Days after so mailed, (b) if delivered by nationally recognized overnight carrier, one (1) Business Day after so mailed, (c) if delivered
by International Federal Express, two (2) Business Days after so mailed, and (d) at the time of transmission, if delivered by electronic
mail to the email address specified in this Section 8 prior to 5:00 p.m. (New York time) on a Trading Day, and will be delivered and
addressed as follows:


 


If to the Company:


 


Lannett Company,
Inc.


9000 State Rd.


Philadelphia, PA
19136


Attention: John
Kozlowski


Phone: (215) 333-9000


Email: jkozlowski@lannett.com


 


With copy (which
shall not constitute notice) to:


 


Debevoise &
Plimpton LLP


919 Third Avenue


New York, New York
10022


Attention: Scott
B. Selinger


Email: sbselinger@debevoise.com


 


Credit and Guaranty
Agreement


 






    Exhibit O-24 


     


    

 


EXHIBIT O


 


If to the Holder,
at such address or other contact information delivered by the Holder to Company or as is on the books and records of the Company.


 


17.
Amendment; Waiver.


 


This Warrant and
all other Warrants outstanding as of the date of any required consent, amendment or waiver may be amended and provisions hereof may be
waived and any other required approvals or consents obtained (including, without limitation, any approvals or consents required under
Section 5(c)(ii) above), only by written consent of the Company and holders of Warrants exercisable for a majority of the total number
of Warrant Shares then issuable pursuant to all Warrants (the “Required Holders”). Any approval, consent, amendment or waiver
effected in accordance with this Section 17 or otherwise effected pursuant to the terms of this Warrant shall be binding upon each holder
of Warrants.


 


18.
Material Nonpublic Information.


 


Upon receipt or
delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in good faith determined that
the matters relating to such notice do not constitute material nonpublic information relating to the Company or its subsidiaries, if
requested by Holder, the Company shall within one (1) Trading Day after any such receipt or delivery, publicly disclose such material
nonpublic information in a Current Report on Form 8-K or otherwise. Without derogating from the immediately previous sentence, in the
event that the Company believes that any notice delivered to the Holder contains material nonpublic information relating to the Company,
the Company shall so indicate to the Holder prior to the delivery of such notice, and such indication shall provide the Holder the means
to refuse to receive such notice; and in the absence of any such indication, the Holder shall be allowed to presume that all matters
relating to such notice do not constitute material, nonpublic information relating to the Company.


 


19.
Construction.


 


Unless the context
otherwise requires, (a) all references to Articles, Sections, Schedules or Exhibits are to Articles, Sections, Schedules or Exhibits
contained in or attached to this Warrant, (b) words in the singular or plural include the singular and plural and pronouns stated in
either the masculine, the feminine or neuter gender shall include the masculine, feminine and neuter and (c) the use of the word “including”
in this Warrant shall be by way of example rather than limitation.


 


20. Signatures.


 


An electronic signature
(including a “.pdf” or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com)
to this Warrant shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with
the same force and effect as if such electronic (including “.pdf”) signature page were an original thereof. Notwithstanding
the foregoing, the Company shall be obligated to deliver to the Holder an original signature to this Warrant. At the request of any party,
each other party shall promptly re-execute an original form of this Warrant or any amendment hereto and deliver the same to the other
party. No party hereto shall raise the use of an electronic signature to this Warrant or any amendment hereto or the fact that such signature
was transmitted or communicated through the use of e-mail delivery as a defense to the formation or enforceability of a contract, and
each party hereto forever waives any such defense.


 


Credit and Guaranty
Agreement


 






    Exhibit O-25 


     


    

 


EXHIBIT O


 


IN WITNESS WHEREOF, the undersigned
has executed this Warrant as of the twenty-second day of April, 2021.


 


	 	LANNETT COMPANY, INC.
	 	 
	 	By:  	 
	 	 	Print Name:
	 	 	Title:




 


Credit and Guaranty
Agreement


 






    Exhibit O-26 


     


    

 


EXHIBIT O


 


EXHIBIT A


 


EXERCISE FORM FOR
WARRANT


 


TO: [            
]


 


CHECK
THE APPLICABLE BOX:


 


	 ̈	Cash
                                            Exercise or Cashless Exercise

     

    The
    undersigned hereby irrevocably exercises Warrant Number ____ (the “Warrant”) with respect to [_______] shares of Common
    Stock (the “Common Stock”) of [ ], a ________ corporation (the “Company”).

     

    [IF
    APPLICABLE: The undersigned is delivering $____ as payment of the Exercise Price.]

     

     ̈
    This undersigned is exercising the Warrant with respect to [_______] shares of Common Stock pursuant to a Cashless Exercise, and
    makes payment of the Exercise Price with respect to such shares in full, all in accordance with the conditions and provisions of
    the Warrant applicable to such Cashless Exercise.

     

     ̈
    The undersigned is exercising the Warrant with respect to [__________] Common Stock pursuant to a Loan Exchange Exercise. The undersigned
    hereby agrees to cancel $_________ of principal outstanding under the Notes indicated below of the Company held by the Holder in
    satisfaction of the Exercise Price in accordance with the conditions and provisions of the Warrant applicable to such Loan Exchange
    Exercise.




 


	 ̈	Cashless
                                            Major Exercise

     

    The
    undersigned hereby irrevocably exercises the Warrant with respect to ____% of the Warrant currently outstanding pursuant to a Cashless
    Major Exercise in accordance with the terms of the Warrant.




 


	 ̈	Cashless
                                            Default Exercise

                                                                                                                 

    The
    undersigned hereby irrevocably exercises the Warrant pursuant to a Cashless Default Exercise, in accordance with the terms of the
    Warrant.



 


1. The undersigned
requests that any shares of Common Stock be issued free of any restrictive legend, if appropriate, and, if requested by the undersigned,
a warrant representing any unexercised portion hereof be issued, pursuant to the Warrant in the name of the undersigned and delivered
to the undersigned at the address set forth below.


 


2. Capitalized
terms used but not otherwise defined in this Exercise Form shall have the meaning ascribed thereto in the Warrant.


 


Dated:                        


 





Signature


 





Print Name





 


Address





 


NOTICE


 


The signature to the foregoing Exercise
Form must correspond to the name as written upon the face of the attached Warrant.


 


Credit and Guaranty
Agreement


 






    Exhibit O-27 


     


    

 


EXHIBIT O


 


EXHIBIT B


 


ASSIGNMENT


 


(To be executed
by the registered holder

desiring to transfer the Warrant)


 


FOR VALUE RECEIVED,
the undersigned holder of the attached warrant (the “Warrant”) hereby sells, assigns and transfers unto the person or persons
below named the right to purchase __________ shares of the Common Stock of [      ], a __________ corporation,
evidenced by the attached Warrant and does hereby irrevocably constitute and appoint __________ attorney to transfer the said Warrant
on the books of the Company, with full power of substitution in the premises.


 


Dated: _______________


 


		Signature



 


Fill in for new registration of Warrant:


 


	Name	 
	 	 
	Address	 
	 	 
	Please print name
    and address of assignee	 
	(including zip code number)	 




 


NOTICE


 


The signature to the foregoing Assignment
must correspond to the name as written upon the face of the attached Warrant.


 


Credit and Guaranty
Agreement


 






    Exhibit O-28 


     


    

 


EXHIBIT O


 


EXHIBIT C


 


FORM OF OPINION


 


______, 20__


 


[___________]


 


Re:       [                   
] (the “Company”)


 


Dear Sir:


 


[___________] (“[__________]”)
intends to transfer _______ Warrants (the “Warrants”) of the Company to __________ (“________”) without registration
under the Securities Act of 1933, as amended (the “Securities Act”). In connection therewith, we have examined and relied
upon the truth of representations contained in an Investor Representation Letter attached hereto and have examined such other documents
and issues of law as we have deemed relevant.


 


Based on and subject
to the foregoing, we are of the opinion that the transfer of the Warrants by _______ to ______ may be effected without registration under
the Securities Act.


 


The foregoing opinion
is furnished only to ____________ and may not be used, circulated, quoted or otherwise referred to or relied upon by you for any purposes
other than the purpose for which furnished or by any other person for any purpose, without our prior written consent.


 


Very truly yours,


 


Credit and Guaranty
Agreement


 






    Exhibit O-29 


     


    

 


EXHIBIT O


 


[FORM OF INVESTOR
REPRESENTATION LETTER]


 


_____, 20__


 


[_________________]


 


Gentlemen:


 


_________ (“___”)
has agreed to purchase _________ Warrants (the “Warrants”) of [ ] (the “Company”) from [___________] (“[_________]”).
We understand that the Warrants are “restricted securities.” We represent and warrant that ______ is a sophisticated institutional
investor that would qualify as an “Accredited Investor” as defined in Rule 501 of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”).


 


________ represents
and warrants as of the date hereof as follows:


 


1. That
it is acquiring the Warrants and the shares of common stock, $0.001 par value per share underlying such Warrants (the “Exercise
Shares”) solely for its account as principal and not with a view to or for sale or distribution of said Warrants or Exercise Shares
or any part thereof in violation of the Securities Act. ________ also represents that the entire legal and beneficial interests of the
Warrants and Exercise Shares _________ is acquiring or being acquired for, and will be held for, its account only;


 


2. That
the Warrants and the Exercise Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. _____________ recognizes that the Company has no obligation to register the Warrants,
or to comply with any exemption from such registration; or


 


3. That
neither the Warrants nor the Exercise Shares may be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions
are met.


 


We acknowledge
that the Company will place stop orders with respect to the Warrants and the Exercise Shares, and if a registration statement is not
effective, the Exercise Shares shall bear the following restrictive legend:


 


“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING PURSUANT TO RULE 144 UNDER
SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(a)(7) OF THE SECURITIES ACT OR APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION
OR GUIDANCE, SUCH AS A SO-CALLED “4[(a)](1) AND A HALF” SALE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


 


Credit
and Guaranty Agreement


 






    Exhibit O-30 


     


    

 


EXHIBIT
O


 


“THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF ARE ENTITLED TO THE BENEFITS OF A REGISTRATION RIGHTS AGREEMENT DATED AS OF
_______, 20__, AS AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND CERTAIN HOLDERS OF ITS OUTSTANDING SECURITIES. COPIES OF SUCH AGREEMENT
MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS SECURITY TO THE SECRETARY OF THE COMPANY.”


 


At any time and
from time to time after the date hereof, _________ shall, without further consideration, execute and deliver to [________] or the Company
such other instruments or documents and shall take such other actions as they may reasonably request to carry out the transactions contemplated
hereby.


 


Very truly yours,


 


Credit and Guaranty
Agreement


 






    Exhibit O-31 


     


    

 


EXHIBIT O


 


Schedule 1


 


Black-Scholes
Value


 


	 	Calculation
    Under Sections 3(b) and 5(d)(iii)	Calculation
    Under Section 10(b) or 11(b)
	Remaining
    Term	Number
    of calendar days from date of public announcement of the Major Transaction until the last date on which the Warrant may be exercised.	Number
    of calendar days from date of the Event of Failure until the last date on which the Warrant may be exercised.
	Interest
    Rate	A
    risk-free interest rate corresponding to the US$ LIBOR/Swap rate for a period equal to the remaining Term.*i	A
    risk-free interest rate corresponding to the US$ LIBOR/Swap rate for a period equal to the remaining Term.*
	Cost
    to Borrow	Zero	Zero
	Volatility	If
                                            the first public announcement of the Major Transaction is made at or prior to 4:00 p.m.,
                                            New York City time, the arithmetic mean of the historical volatility for the 10, 30 and 50
                                            Trading Day periods ending on the date of such first public announcement, obtained from the
                                            HVT or similar function on Bloomberg.

     

    If the first public announcement
    of the Major Transaction is made after 4:00 p.m., New York City time, the arithmetic mean of the historical volatility for the 10,
    30 and 50 Trading Day periods ending on the next succeeding Trading Day following the date of such first public announcement, obtained
    from the HVT or similar function on Bloomberg.

     
	The
    arithmetic mean of the historical volatility for the 10, 30 and 50 Trading Day periods ending on the date of such determination,
    obtained from the HVT or similar function on Bloomberg.



 






    Exhibit O-32 


     


    

 


EXHIBIT O


 


	Stock
    Price	The
    greater of (1) the closing price of the Common Stock on the NYSE, or, if that is not the principal trading market for the Common
    Stock, such principal market on which the Common Stock is traded or listed (the “Closing Market Price”) on the trading
    day immediately preceding the date on which a Major Transaction is consummated, (2) the first Closing Market Price following
    the first public announcement of a Major Transaction, or (3) the Closing Market Price as of the date immediately preceding the
    first public announcement of the Major Transaction.	The
    Volume Weighted Average Price on the date of such calculation.
	Dividends	Zero.	Zero.
	Strike
    Price	Exercise
    Price as defined in section 3(a).	Exercise
    Price as defined in section 3(a).
	 	 	 


 


 








*If the LIBOR/Swap
rate shall cease to exist in substantially its current form, the Holder shall be permitted to select an alternate interest rate that
reasonably approximates the rate of interest per annum at which deposits of United States dollars in immediately available funds are
offered by major financial institutions reasonably satisfactory to the Holder in the London interbank market (or a replacement interbank
market reasonably determined by the Required Holders in consultation with the Company.




 


Credit and Guaranty Agreement


 






    Exhibit O-33