Exhibit 10.1


 





Execution
Version







 


INTERCREDITOR
AGREEMENT


 


Dated
as of April 20, 2021


 


among


 


PNC
BANK, NATIONAL ASSOCIATION


as
First Lien Representative and First Lien Collateral Agent for the First Lien Secured Parties,


 


UMB
BANK, NATIONAL ASSOCIATION,


as
Second Lien Representative for the Second Lien Secured Parties,


 


and


 


UMB
BANK, NATIONAL ASSOCIATION,


as
Second Lien Collateral Agent for the Second Lien Secured Parties,


 


and
acknowledged and agreed to by


 


ION
GEOPHYSICAL CORPORATION,


as
the Company and the other


Grantors
referred to herein 




     


     


    



table
of contents


 





	 	 	 	Page
	 	 	 	 
	SECTION 1.	Definitions	2
	 	1.1	Defined Terms	2
	SECTION 2.	Lien Priorities	13
	 	2.1	Relative Priorities	13
	 	2.2	Prohibition on Contesting Liens:
    No Marshalling	13
	 	2.3	No New Liens	14
	 	2.4	Similar Liens and Agreements	15
	 	2.5	Perfection of Liens	16
	SECTION 3.	Enforcement	16
	 	3.1	Exercise of Remedies	16
	 	3.2	Actions Upon Breach: Specific Performance	20
	SECTION 4.	Payments	21
	 	4.1	Application of Proceeds	21
	 	4.2	Payments Over	22
	SECTION 5.	Other Agreements	23
	 	5.1	Releases	23
	 	5.2	Insurance	24
	 	5.3	Amendments to First Lien Documents
    and Second Lien Documents	25
	 	5.4	Confirmation of Subordination in
    Collateral Documents	26
	 	5.5	Gratuitous Bailee/Agent for Perfection	27
	 	5.6	When Discharge of Obligations Deemed
    to Not Have Occurred	28
	SECTION 6.	Insolvency or Liquidation Proceedings	30
	 	6.1	Finance and Sale Issues	30
	 	6.2	Relief from the Automatic Stay	31
	 	6.3	Adequate Protection and Other Agreements	32
	 	6.4	No Waiver	33
	 	6.5	Avoidance Issues	33
	 	6.6	Reorganization Securities	33
	 	6.7	Post-Petition Interest	33
	 	6.8	Waivers	34
	 	6.9	Separate Grants of Security and
    Separate Classification	34





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	 	6.10	Effectiveness in Insolvency
    or Liquidation Proceedings	35
	SECTION 7.	Reliance; Waivers; Etc.	35
	 	7.1	Reliance	35
	 	7.2	No Warranties or Liability	36
	 	7.3	No Waiver of Lien Priorities	36
	 	7.4	Obligations Unconditional	38
	SECTION 8.	Miscellaneous	39
	 	8.1	Integration/Conflicts	39
	 	8.2	Effectiveness; Continuing Nature of this Agreement;
    Severability	39
	 	8.3	Amendments; Waivers	40
	 	8.4	Information Concerning Financial Condition of
    the Grantors and their Subsidiaries	40
	 	8.5	Subrogation	41
	 	8.6	Application of Payments	42
	 	8.7	Additional Debt Facilities	42
	 	8.8	Submission to Jurisdiction; Certain Waivers	44
	 	8.9	WAIVER OF JURY TRIAL	45
	 	8.10	Notices	46
	 	8.11	Further Assurances	46
	 	8.12	Agency Capacities	46
	 	8.13	GOVERNING LAW	47
	 	8.14	Binding on Successors and Assigns	47
	 	8.15	Section Headings	48
	 	8.16	Counterparts	48
	 	8.17	Authorization	48
	 	8.18	No Third Party Beneficiaries/ Provisions Solely
    to Define Relative Rights	48
	 	8.19	No Indirect Actions	48


 


	EXHIBITS	 	 
	Exhibit I	-	Joinder Agreement (Additional First Lien Debt)
	Exhibit II	-	Joinder Agreement (Replacement First Lien Credit
    Agreement)
	Exhibit III	-	Additional Debt Designation






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INTERCREDITOR
AGREEMENT


 


INTERCREDITOR
AGREEMENT dated as of April 20, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time
to time, this “Agreement”), among PNC BANK, NATIONAL ASSOCIATION (“PNC”), as administrative
agent, as first lien representative for the First Lien Secured Parties (in such capacity and together with its successors in such
capacity, and together with any Replacement First Lien Representative, the “First Lien Representative”) and
collateral agent, (or the equivalent) for the First Lien Secured Parties (in such capacity and together with its successors in
such capacity, and together with any Replacement First Lien Collateral Agent, the “First Lien Collateral Agent”),
UMB BANK, NATIONAL ASSOCIATION, as trustee under the Indenture (as defined herein), as second lien representative for the Second
Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Representative”),
UMB BANK, NATIONAL ASSOCIATION, as collateral agent under the Indenture for the Second Lien Secured Parties (in such capacity
and together with its successors in such capacity, the “Second Lien Collateral Agent”), and each First Lien
Representative and First Lien Collateral Agent that from time to time becomes a party hereto pursuant to Section 8.7, and acknowledged
and agreed to by ION GEOPHYSICAL CORPORATION, a Delaware corporation (the “Company”) and the other Grantors
referred to below Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.


 


WHEREAS,
the Company intends to issue 8.00% Senior Secured Second Priority Notes due 2025 (the “Second Lien Notes”)
in an aggregate principal amount of $159,203,565 pursuant to an Indenture dated as of the date hereof (as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, the “Indenture”) among the Company,
the guarantors party thereto, the Second Lien Representative and the Second Lien Collateral Agent;


 


WHEREAS,
the Company and the other Grantors also intend to enter into the Second Lien Collateral Documents pursuant to which the Second
Lien Collateral Agent will be granted a second priority security interest in the Second Lien Collateral, which security interest
is subordinate to the security interest of the First Lien Representative; and


 


WHEREAS,
the Company and the other Grantors have secured the First Lien Obligations under the First Lien Credit Agreement on a priority
basis and, subject to such priority, intend to secure the Second Lien Obligations under the Indenture, with Liens on all present
and future Collateral to the extent that such Liens have been provided for in the applicable Collateral Documents, and the Secured
Parties desire to enter into this Agreement to confirm their relative rights with respect to the Collateral as provided in this
Agreement.


 


In
consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the First Lien Representative (for itself and on behalf of the First
Lien Secured Parties), the Second Lien Representative (for itself and on behalf of the Second Lien Secured Parties), and the Second
Lien Collateral Agent (for itself and on behalf of the Second Lien Secured Parties), intending to be legally bound, hereby agree
as follows:





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SECTION
1.         Definitions.


 


1.1           Defined Terms. As used in this Agreement, the following terms shall have the following meanings:


 


“Additional
First Lien Collateral Agent” has the meaning set forth in the definition of “First Lien Collateral Agent”.


 


“Additional
First Lien Debt” means any Indebtedness and guarantees thereof that is incurred, issued or guaranteed by the Company
and/or any Grantor (other than the Initial First Lien Debt) which Indebtedness and guarantees are secured by the First Lien Collateral
(or a portion thereof) on a basis senior to the Second Lien Obligations; provided, however, that with respect to any such
Indebtedness incurred after the date hereof (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such
basis by each First Lien Document, each Second Lien Document, (ii) unless already a party with respect to that Series of Additional
First Lien Debt, each of the First Lien Representative and the First Lien Collateral Agent for the holders of such Indebtedness
shall have become party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.7 hereof and
(B) the First Lien Pari Passu Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.14
thereof; provided, further, that, if such Indebtedness will be the initial Additional First Lien Debt incurred by
the Company or any other Grantor after the date hereof, then the Grantors, the Initial First Lien Representative, the Initial
First Lien Collateral Agent, the Second Lien Representative for such Indebtedness and the Second Lien Collateral Agent for such
Indebtedness, shall have executed and delivered the First Lien Pari Passu Intercreditor Agreement and (iii) each of the other
requirements of Section 8.7 shall have been complied with. The requirements of clause (i) shall be tested only as of (x)
the date of execution of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement
and (y) with respect to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment
and/or amendment. Additional First Lien Debt shall include any Registered Equivalent Notes and guarantees thereof by the Grantors
issued in exchange therefor.


 


“Additional
First Lien Documents” means, with respect to any Series of Additional First Lien Debt, the loan agreements, promissory
notes, indentures and other operative agreements evidencing or governing such Indebtedness, and the First Lien Collateral Documents
securing such Series of Additional First Lien Debt.


 


“Additional
First Lien Obligations” means, with respect to any Series of Additional First Lien Debt,


 


(a)           principal, interest (including without limitation any Post-Petition Interest), premium (if any), penalties, fees, expenses (including,
without limitation, fees, expenses and disbursements of agents, professional advisors and legal counsel), indemnifications, reimbursements,
damages and other liabilities, and guarantees of the foregoing amounts, in each case whether or not allowed or allowable in an
Insolvency or Liquidation Proceeding, payable with respect to such Additional First Lien Debt, (b) all other amounts payable to
the related Additional First Lien Secured Parties under the related Additional First Lien Documents (other than in respect of
any Indebtedness not constituting Additional First Lien Debt), and (c) any renewals or extensions of the foregoing.





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“Additional
First Lien Representative” has the meaning set forth in the definition of “First Lien Representative”.


 


“Additional
First Lien Secured Parties” means, with respect to any Series of Additional First Lien Debt, the holders of such Indebtedness,
the First Lien Representative with respect thereto, the First Lien Collateral Agent with respect thereto, any trustee or agent
therefor under any related Additional First Lien Documents and the beneficiaries of each indemnification obligation undertaken
by the Company or any other Grantor under any related Additional First Lien Documents and the holders of any other Additional
First Lien Obligations secured by the First Lien Collateral Documents for such Series of Additional First Lien Debt.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common control
with such Person or is a director or officer of such Person.


 


“Bank
Product Obligations” means, all obligations and liabilities (whether direct or indirect, absolute or contingent, due
or to become due or now existing or hereafter incurred) of the Company or any other Grantor, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise, which may arise under, out of, or in connection
with any treasury, investment, depository, clearing house, wire transfer, cash management or automated clearing house transfers
of funds services or any related services, to any Person permitted to be a secured party in respect of such obligations under
the applicable First Lien Documents.


 


“Bankruptcy
Case” means a case under the Bankruptcy Code or any other Bankruptcy Law.


 


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


 


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


 


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


 


“Cap
Amount” has the meaning assigned to that term in the definition of First Lien Obligations.


 


“Collateral”
means, at any time, all properties and assets at any time owned or acquired by the Company or any other Grantor in which the holders
of First Lien Obligations under at least one Series of First Lien Obligations (or their Collateral Agents or Representatives),
the holders of Second Lien Obligations (or their Collateral Agent or Representative) hold, or purport to hold, a security interest
at such time (or, in the case of the First Lien Obligations, are deemed pursuant to Article II to hold a security interest), including
any property subject to Liens granted pursuant to Section 6.1, and shall exclude any properties and assets in which any Collateral
Agent is required to release its Liens pursuant to Section 5.1; provided, that, if such Liens are required to be released
as a result of the sale, transfer or other disposition of any properties or assets of the Company or any other Grantor, such assets
or properties will cease to be excluded from the Collateral if the Borrower or any other Grantor thereafter acquires or reacquires
such assets or properties.





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“Collateral
Agent” means any First Lien Collateral Agent, the Second Lien Collateral Agent, as the context may require.


 


“Collateral
Documents” means the First Lien Collateral Documents and the Second Lien Collateral Documents.


 


“Company”
has the meaning set forth in the Preamble to this Agreement.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Designated
First Lien Collateral Agent” means (i) if at any time there is only one Series of First Lien Obligations with respect
to which the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent for the First Lien Secured
Parties in such Series and (ii) at any time when clause (i) does not apply, the “Applicable Collateral Agent”
(as defined in the First Lien Pari Passu Intercreditor Agreement) at such time, as notified in writing to the Second Lien Representative
and Second Lien Collateral Agent.


 


“Designated
First Lien Representative” means (i) if at any time there is only one Series of First Lien Obligations with respect
to which the Discharge of First Lien Obligations has not occurred, the First Lien Representative for the First Lien Secured Parties
in such Series and (ii) at any time when clause (i) does not apply, the “Applicable Representative” (as defined
in the First Lien Pari Passu Intercreditor Agreement) at such time, as notified in writing to the Second Lien Representative and
Second Lien Collateral Agent.


 


“Designation”
means a designation of Additional First Lien Indebtedness or Indebtedness under a Replacement First Lien Credit Agreement in substantially
the form of Exhibit II attached hereto.


 


“DIP
Financing” has the meaning set forth in Section 6.1.


 


“Discharge”
means, with respect to any Series of First Lien Obligations or Second Lien Obligations, as the case may be, except to the extent
otherwise provided in Section 5 6:


 


(a)           payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency
or Liquidation Proceeding, whether or not such interest would be allowed in such Insolvency or Liquidation Proceeding) on all
Indebtedness outstanding under the applicable First Lien Documents and constituting First Lien Obligations with respect to such
Series of First Lien Obligations or the applicable Second Lien Documents and constituting Second Lien Obligations, as the case
may be;


 


(b)           payment in full in cash of all Hedging Obligations constituting First Lien Obligations secured by the First Lien Collateral Documents
or the cash collateralization of all such Hedging Obligations on terms satisfactory to each applicable counterparty (or the making
of other arrangements satisfactory to the applicable counterparty);





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(c)           payment in full in cash of all other First Lien Obligations or Second Lien Obligations under the applicable First Lien Documents
of such Series or the applicable Second Lien Documents, as the case may be, that are due and payable or otherwise accrued and
owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim
or demand for payment, whether oral or written, has been made at such time);


 


(d)           termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations under such
Series or Second Lien Obligations, as the case may be; and


 


(e)           termination or cash collateralization (in an amount and manner reasonably satisfactory to the applicable letter of credit issuer,
but in no event in an amount greater than 105% of the aggregate undrawn face amount), or the making of other arrangements satisfactory
to the applicable letter of credit issuer of all letters of credit issued under the applicable First Lien Documents constituting
First Lien Obligations of such Series


 


The
term “Discharged” shall have a corresponding meaning.


 


“Discharge
of First Lien Obligations” means, except to the extent otherwise provided in Section 5.6, the date on which the Discharge
of each Series of First Lien Obligations has occurred; provided, that the Discharge of First Lien Obligations shall be
deemed not to have occurred if a Replacement First Lien Credit Agreement is entered into.


 


“Discharge
of Second Lien Obligations” means the date on which the Discharge of Second Lien Obligations has occurred.


 


“Disposition”
has the meaning set forth in Section 5.1(b).


 


“Enforcement
Action” means any action to:


 


(a)           foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially),
or lease, license, or otherwise dispose of (whether publicly or privately), Collateral, or otherwise exercise or enforce remedial
rights with respect to Collateral under the First Lien Documents or the Second Lien Documents (including by way of setoff, recoupment,
notification of a public or private sale or other disposition pursuant to the UCC or other applicable law, notification to account
debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under landlord consents,
if applicable);


 


(b)           solicit bids from third Persons, approve bid procedures for any proposed disposition of Collateral, conduct the liquidation or
disposition of Collateral or engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers,
or other third Persons for the purposes of valuing, marketing, promoting, and selling Collateral;





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(c)           receive a transfer of Collateral in satisfaction of Indebtedness or any other Obligation secured thereby;


 


(d)           otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the
Collateral at law, in equity, or pursuant to the First Lien Documents or Second Lien Documents (including the commencement of
applicable legal proceedings or other actions with respect to all or any portion of the Collateral to facilitate the actions described
in the preceding clauses, and exercising voting rights in respect of equity interests comprising Collateral); or


 


(e)           the Disposition of Collateral by any Grantor after the occurrence and during the continuation of an event of default under any
of the First Lien Documents or the Second Lien Documents with the consent of the applicable First Lien Collateral Agent or Second
Lien Collateral Agent.


 


“Excess
First Lien Obligations” means any Obligations that would constitute First Lien Obligations if not for the Cap Amount.


 


“Excluded
Assets” has the meaning given to such term in the Indenture as in effect on the date hereof.


 


“First
Lien Collateral” means any “Collateral” as defined in any First Lien Document or any other assets
of the Company or any other Grantor with respect to which a Lien is granted or purported to be granted or required to be granted
pursuant to a First Lien Document as security for any First Lien Obligations and shall include any property or assets subject
to replacement Liens or adequate protection Liens in favor of any First Lien Secured Party.


 


“First
Lien Collateral Agent” means (i) in the case of any Initial First Lien Obligations or the Initial First Lien Secured
Parties, the Initial First Lien Representative, acting in the capacity of a collateral agent under the First Lien Collateral Documents,
together with its successors in such capacity and (ii) in the case of any Additional First Lien Obligations and the Additional
First Lien Secured Parties thereunder, the Person serving as collateral agent (or the equivalent) for such Additional First Lien
Obligations and that is named as the First Lien Collateral Agent in respect of such Additional First Lien Obligations in the applicable
Joinder Agreement (each, an “Additional First Lien Collateral Agent”).


 


“First
Lien Collateral Documents” means the “Security Documents” or “Collateral Documents”
(as defined in the applicable First Lien Documents) and any other agreement, document or instrument pursuant to which a Lien is
granted securing any First Lien Obligations or pursuant to which any such Lien is perfected.


 


“First
Lien Credit Agreement” means that certain Revolving Credit and Security Agreement, dated as of August 22, 2014, among,
inter alios, the Company, the First Lien Representative, and the lenders party thereto, as the same may be further amended, restated,
amended and restated, extended, supplemented or otherwise modified from time to time and shall also include any Replacement First
Lien Credit Agreement.


 


“First
Lien Debt” means the Initial First Lien Debt and any Additional First Lien Debt.





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“First
Lien Documents” means the Initial First Lien Documents and any Additional First Lien Documents.


 


“First
Lien Obligations” means the Initial First Lien Obligations and any Additional First Lien Obligations; provided,
that if the sum of: (1) Indebtedness constituting principal outstanding under the First Lien Credit Agreement and all other First
Lien Documents; plus (2) the aggregate face amount of any letters of credit issued and outstanding under the First Lien Credit
Agreement and all other First Lien Documents (whether or not drawn, but without duplication of any amounts included in clause
(1)), exceeds an aggregate principal amount equal to $75,000,000 (the “Cap Amount”), then only that portion
of such Indebtedness and such aggregate face amount of letters of credit (on a pro rata basis based on the aggregate outstanding
principal amount of such Indebtedness and face amount of letters of credit) equal to the Cap Amount shall be included in First
Lien Obligations and interest and reimbursement obligations with respect to such Indebtedness and letters of credit shall only
constitute First Lien Obligations to the extent related to Indebtedness and face amounts of letters of credit included in the
First Lien Obligations. For avoidance of doubt, (1) Hedging Obligations, (2) Bank Product Obligations, (3) costs, expenses, indemnities
and other liabilities arising under the First Lien Documents and (4) accrued, unpaid interest, fees and premium accruing in respect
of or attributable to the aggregate principal amount of the First Lien Obligations, which do not exceed the Cap Amount, including,
without limitation, any interest and fees that accrue after the commencement by or against the Company or any Grantor of any Insolvency
or Liquidation Proceeding naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are
allowed claims in such proceeding, including guarantees of the foregoing, shall be deemed First Lien Obligations and shall not
be subject to the Cap Amount.


 


“First
Lien Pari Passu Intercreditor Agreement” means an agreement among each First Lien Representative and each First Lien
Collateral Agent allocating rights among the various Series of First Lien Obligations.


 


“First
Lien Representative” means (i) in the case of the Initial First Lien Obligations or the Initial First Lien Secured Parties,
the Initial First Lien Representative and (ii) in the case of any Additional First Lien Obligations and the Additional First Lien
Secured Parties thereunder, each trustee, administrative agent, collateral agent, security agent and similar agent that is named
as the First Lien Representative in respect of such Additional First Lien Obligations in the applicable Joinder Agreement (each,
an “Additional First Lien Representative”).


 


“First
Lien Secured Parties” means the Initial First Lien Secured Parties and any Additional First Lien Secured Parties.


 


“Governmental
Authority” means any federal, state local or foreign court or governmental department, authority, instrumentality, regulatory
body or other agency.


 


“Grantors”
means the Company and each Subsidiary which has granted a security interest pursuant to any Collateral Document to secure any
Secured Obligations.




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“Hedging
Obligations” means, with respect to any specified Person, the obligations of such Person under:



 




(a)           interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest
rate collar agreements;


 


(b)           other agreements or arrangements designed to manage interest rates or interest rate risk; and


 


(c)           other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity
prices.


 


“Indebtedness”
means indebtedness in respect of borrowed money; for avoidance of doubt, “Indebtedness” shall not include reimbursement
or other obligations in respect of letters of credit, Hedging Obligations or Bank Product Obligations.


 


“Initial
First Lien Agreement” means the First Lien Credit Agreement.


 


“Initial
First Lien Debt” means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Initial First
Lien Documents.


 


“Initial
First Lien Documents” means that certain Initial First Lien Agreement and the other “Loan Documents” as
defined in the Initial First Lien Agreement and any other document or agreement entered into for the purpose of evidencing, governing,
securing or perfecting the Initial First Lien Obligations.


 


“Initial
First Lien Obligations” means the “Obligations” as defined in the First Lien Credit Agreement.


 


“Initial
First Lien Representative” has the meaning set forth in the introductory paragraph to this Agreement.


 


“Initial
First Lien Secured Parties” means the “Secured Parties” as defined in the Initial First Lien Documents.


 


“Insolvency
or Liquidation Proceeding” means:


 


(a)           any case commenced by or against the Company or any other Grantor under Title 11, U.S. Code or any similar federal or state law
for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets
or liabilities of the Company or any other Grantor, any receivership or assignment for the benefit of creditors relating to the
Company or any other Grantor or any similar case or proceeding relative to the Company or any other Grantor or its creditors,
as such, in each case whether or not voluntary;


 


(b)           any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Company or any other
Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(c)           any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any other Grantor
are determined and any payment or distribution is or may be made on account of such claims.





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“Joinder
Agreement” means a supplement to this Agreement in the form of Exhibit I or Exhibit II hereto, as applicable, required
to be delivered by an Additional First Lien Representative, an Additional First Lien Collateral Agent or a Replacement First Lien
Collateral Agent or Replacement First Lien Representative to each other then-existing Representative and Collateral Agent pursuant
to Section 8.7 hereof in order to include Additional First Lien Debt or a Replacement First Lien Credit Agreement hereunder and
to become the First Lien Representative or First Lien Collateral Agent, as the case may be, hereunder in respect thereof for the
applicable Additional First Lien Secured Parties under such Additional First Lien Debt or the First Lien Secured Parties under
such First Lien Debt.


 


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


 


“Lien”
means any lien (including, judgment liens and liens arising by operation of law), mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, call, trust (whether contractual, statutory, deemed, equitable,
constructive, resulting or otherwise), UCC financing statement or other preferential arrangement having the practical effect of
any of the foregoing, including any right of set-off or recoupment.


 


“Obligations”
means any principal (including reimbursement obligations with respect to loans, advances and letters of credit whether or not
drawn), interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency
or liquidation proceeding at the rate, including any applicable post-default rate, specified in the First Lien Documents, even
if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications,
reimbursements, expenses and other liabilities payable under the documentation governing any Indebtedness.


 


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


 


“Pledged
Collateral” has the meaning set forth in Section 5.5.


 


“Post-Petition
Interest” means interest, fees, expenses and other charges that pursuant to the First Lien Documents or the Second Lien
Documents, as applicable, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not
such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or
Liquidation Proceeding.


 


“Purchase
Option Triggering Event” means the occurrence of any one of the following events:  (a) the acceleration of all
or any portion of the First Lien Obligations, (b) the occurrence of any Insolvency or Liquidation Proceeding with respect to any
Grantor, (c) the suspension or cessation of the making of revolving loans under the First Lien Credit Agreement for ten (10) or
more consecutive Business Days notwithstanding the existence of undrawn availability under the First Lien Credit Agreement sufficient
to make such revolving loans, (d) the initiation of any Enforcement Action by the First Lien Representative or any First Lien
Secured Party, or (e) the request by the First Lien Representative for the Second Lien Representative or Second Lien Collateral
Agent to release its liens upon the Collateral after the occurrence of an Event of Default under the First Lien Credit Agreement.





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“Recovery”
has the meaning set forth in Section 6.5.


 


“Refinance”
means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, refund, replace
or repay, or to issue other Indebtedness whether of the same principal amount or greater or lesser principal amount in exchange
or replacement for such Indebtedness. “Refinanced” and “Refinancing” shall have correlative
meanings.


 


“Registered
Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction
under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange
therefor pursuant to an exchange offer registered with the SEC.


 


“Replacement
First Lien Collateral Agent” means, in respect of any Replacement First Lien Credit Agreement, the collateral agent
or person serving in similar capacity under the Replacement First Lien Credit Agreement.


 


“Replacement
First Lien Credit Agreement” means any loan agreement, indenture or other agreement that (i) Refinances the First Lien
Credit Agreement so long as, after giving effect to such Refinancing, the agreement that was the First Lien Credit Agreement immediately
prior to such Refinancing is no longer secured, or required to be secured, by any of the First Lien Collateral and (ii) becomes
the First Lien Credit Agreement hereunder by designation as such pursuant to Section 8,7.


 


“Replacement
First Lien Representative” means, in respect of any Replacement First Lien Credit Agreement, the administrative agent,
trustee or person serving in similar capacity under the Replacement First Lien Credit Agreement.


 


“Representative”
means any First Lien Representative and/or the Second Lien Representative, as the context may require.


 


“Required
Holders” means a majority of holders pursuant to the Indenture, or such other lower or greater amount required under
the applicable “Note Documents” (as defined in the Indenture).


 


“Responsible
Officer” means the chief executive officer, president, chief financial officer or treasurer of the Company or the applicable
Grantor.


 


“SEC”
means the United States Securities and Exchange Commission and any successor agency thereto.





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“Second
Lien Collateral” means any “Collateral” as defined in any Second Lien Document or any other assets of the
Company or any other Grantor with respect to which a Lien is granted or purported to be granted or required to be granted pursuant
to a Second Lien Document as security for any Second Lien Obligation and shall include any property or assets subject to replacement
Liens or adequate protection Liens in favor of any Second Lien Secured Party.


 


“Second
Lien Collateral Agent” has the meaning set forth in the introductory paragraph to this Agreement.


 


“Second
Lien Collateral Documents” means the “Security Documents” or “Collateral Documents” (as defined
in the applicable Second Lien Documents) and any other agreement, document or instrument pursuant to which a Lien is granted securing
any Second Lien Obligations or pursuant to which any such Lien is perfected.


 


“Second
Lien Debt” means the Indebtedness and guarantees thereof now or hereafter incurred pursuant to the Second Lien Documents.
Second Lien Debt shall include any Registered Equivalent Notes and guarantees thereof by the Grantor issued in exchange thereof.


 


“Second
Lien Default” means any Event of Default under, and as defined in, any Second Lien Document.


 


“Second
Lien Documents” means the Indenture and the other “Note Documents” as defined in the Indenture and any other
document or agreement entered into for the purpose of evidencing, governing, securing or perfecting the Second Lien Obligations.


 


“Second
Lien Obligations” means the “Priority Lien Obligations” or the “Secured Obligations” or the
 “Second Lien Obligations”, as applicable and each as defined in the Second Lien Documents.


 


“Second
Lien Representative” has the meaning set forth in the introductory paragraph to this Agreement.


 


“Second
Lien Secured Parties” means the holders of the Second Lien Obligations, the Second Lien Collateral Agent and the Second
Lien Representative.


 


“Secured
Obligations” means the First Lien Obligations and/or the Second Lien Obligations, as the context may require.


 


“Secured
Parties” means the First Lien Secured Parties and/or the Second Lien Secured Parties, as the context may require.


 


“Series”
means, (x) with respect to First Lien Debt, all First Lien Debt represented by the same Representative acting in the same capacity
and (y) with respect to First Lien Obligations, all such obligations secured by the same First Lien Collateral Documents.


 


“Subsidiary”
means, with respect to any Person, of which more than 50% of the total voting power of shares of stock or other ownership interests
entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors,
managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management
and policies thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof.





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


 


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


 


(a)           any definition of or reference 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, restated, supplemented, modified, renewed or extended and any reference
herein to any statute or regulations shall include any amendment, renewal, extension or replacement thereof;


 


(b)           any reference herein to any Person shall be construed to include such Person’s successors and assigns;


 


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


 


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


 


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




     12


     


    

SECTION
2.        Lien Priorities.


 


2.1         
Relative Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any
Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted
on the Collateral and notwithstanding any provision of the UCC, or any other applicable law, the Second Lien Documents or any
defect or deficiencies in, or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise
of, the Liens securing the First Lien Obligations, the subordination of such Liens to any other Liens, or any other circumstance
whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other
Grantor, the Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured
Parties represented by it, hereby agrees that:



 




(a)           any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of any First Lien Representative,
any First Lien Collateral Agent or any First Lien Secured Parties or any agent or trustee therefor, regardless of how acquired,
whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to
any Lien on the Collateral securing any Second Lien Obligations; and


 


(b)           any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Representative,
the Second Lien Collateral Agent, any Second Lien Secured Parties or any agent or trustee therefor regardless of how acquired,
whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects
to all Liens on the Collateral securing any First Lien Obligations. All Liens on the Collateral securing any First Lien Obligations
shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all
purposes, whether or not such Liens securing any First Lien Obligations are subordinated to any Lien securing any other obligation
of the Company, any other Grantor or any other Person; and


 


(c)           any Lien on the Collateral securing any Excess First Lien Obligations now or hereafter held by or on behalf of any First Lien
Representative, any First Lien Collateral Agent, any First Lien Secured Parties or any agent or trustee therefor, regardless of
how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate
in all respects to any Lien on the Collateral securing any Second Lien Obligations.


 


It
is acknowledged that, subject to the Cap Amount (as provided herein), (i) the aggregate amount of the First Lien Obligations may
be increased from time to time pursuant to the terms of the First Lien Documents, (ii) a portion of the First Lien Obligations
consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time
or from time to time may be increased or reduced and subsequently reborrowed, and (iii) subject to Section 8.7(b), the First Lien
Obligations may be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, refinanced
or otherwise amended or modified from time to time, all without affecting the subordination of the Liens securing the Second Lien
Obligations hereunder or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties, the
Second Lien Secured Parties.


 


2.2        
Prohibition on Contesting Liens: No Marshalling.


 


2.2.1       Agreement of Secured Parties. The Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of
each Second Lien Secured Party represented by it, and each First Lien Representative and each First Lien Collateral Agent, for
itself and on behalf of each First Lien Secured Party represented by it, agrees that it will not (and hereby waives any right
to) directly or indirectly contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the priority, validity, perfection, extent or enforceability of a Lien held, or purported to be held, by or on behalf
of any of the First Lien Secured Parties in the First Lien Collateral or by or on behalf of any of the Second Lien Secured Parties
in the Second Lien Collateral, as the case may be, or the provisions of this Agreement.





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2.2.2       Agreement of Second Lien Secured Parties. The Second Lien Representative and the Second Lien Collateral Agent, for itself and
on behalf of each Second Lien Secured Party represented by it, agrees that it (i) will not take or cause to be taken any action
the purpose or effect of which is, or could be, to make any Liens pari passu with, or to give any Second Lien Secured Party any
preference or priority relative to, any Lien securing the First Lien Obligations with respect to the Collateral or any part thereof,
(ii) will not challenge or question in any proceeding the validity or enforceability of any First Lien Obligations or First Lien
Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement,
(iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay,
in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Collateral permitted
under the First Lien Documents and this Agreement by any First Lien Secured Party or any First Lien Collateral Agent acting on
their behalf, (iv) shall have no right to (A) direct any First Lien Collateral Agent or any other First Lien Secured Party to
exercise any right, remedy or power with respect to any Collateral or (B) consent to the exercise by any First Lien Collateral
Agent or any other First Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) except as permitted
by this Agreement, will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against
any First Lien Collateral Agent or other First Lien Secured Party seeking damages from or other relief by way of specific performance,
instructions or otherwise with respect to, and neither any First Lien Collateral Agent nor any other First Lien Secured Party
shall be liable for, any action taken or omitted to be taken by the any First Lien Collateral Agent or other First Lien Secured
Party with respect to any First Lien Collateral, (vi) will not attempt, directly or indirectly, whether by judicial proceedings
or otherwise, to challenge the enforceability of any provision of this Agreement, (vii) object to forbearance by any First Lien
Collateral Agent or any First Lien Secured Party, and (viii) until the Discharge of First Lien Obligations, will not assert, and
hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit
of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the
Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing in this
Agreement shall be construed to prevent or impair the rights of any First Lien Representative, any First Lien Collateral Agent
or any First Lien Secured Party to enforce this Agreement, including the provisions of this Agreement relating to the priority
of the Liens securing the First Lien Obligations as provided in Sections 2.1 and 3.1.


 


2.3         
No New Liens. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree that the Company shall
not, and shall not permit any other Grantor to:


 


(a)          grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or concurrently
grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agreeing that any such Lien shall
be subject to Section 2.1 hereof; or


 


(b)          grant or permit any additional Liens on any asset or property to secure any First Lien Obligations (other than an Excluded Asset)
unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations.





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If
the Second Lien Representative, the Second Lien Collateral Agent or any Second Lien Secured Party shall hold any Lien on any assets
or property of any Grantor securing any Second Lien Obligations that are not also subject to the first-priority Liens securing
all First Lien Obligations under the First Lien Collateral Documents, such Second Lien Representative, Second Lien Collateral
Agent or Second Lien Secured Party shall notify the Designated First Lien Representative promptly upon becoming aware thereof
and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Collateral Agent as
security for the First Lien Obligations represented by it, such Second Lien Representative, Second Lien Collateral Agent and Second
Lien Secured Parties shall be deemed to hold and have held such Lien for the benefit of each First Lien Representative, each First
Lien Collateral Agent and the other First Lien Secured Parties as security for the First Lien Obligations. To the extent that
the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any
First Lien Representative, any First Lien Collateral Agent and/or the First Lien Secured Parties, the Second Lien Representative
and the Second Lien Collateral Agent, on behalf of the Second Lien Secured Parties represented by it, agrees that any amounts
received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall
be subject to Section 4.2.


 


Notwithstanding
anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure reimbursement obligations in respect
of letters of credit without granting a Lien thereon to secure any other First Lien Obligations or any other Second Lien Obligations.


 


2.4        
Similar Liens and Agreements. Except as provided in Section 2.3, except to the extent any asset constitutes an Excluded
Asset, the parties hereto agree that it is their intention that the First Lien Collateral and the Second Lien Collateral be substantially
identical. In furtherance of the foregoing and of Section 8.11, the parties hereto agree, subject to the other provisions of this
Agreement:


 


(a)           upon request by any First Lien Collateral Agent or the Second Lien Collateral Agent, to cooperate in good faith from time to time
in order to determine the specific items included in the First Lien Collateral and the Second Lien Collateral and the steps taken
to perfect their respective Liens thereon and the identity of the respective parties obligated under the First Lien Documents
and the Second Lien Documents;


 


(b)           that the documents and agreements creating or evidencing the First Lien Collateral and the Second Lien Collateral and guarantees
for the First Lien Obligations and the Second Lien Obligations, subject to Section 2.3, shall be in all material respects the
same forms of documents other than (i) with respect to the priority nature of the Liens created thereunder in such Collateral,
(ii) such other modifications to such Second Lien Security Documents which are less restrictive than the corresponding First Lien
Security Documents, and (iii) provisions in the Second Lien Security Documents which are solely applicable to the rights and duties
of the Second Lien Representative and/or the Second Lien Collateral Agent, and


 


(c)           that at no time shall there be (i) any Grantor that is an obligor in respect of the Second Lien Obligations that is not also an
obligor in respect of the First Lien Obligations or (ii) any Grantor that is an obligor in respect of the First Lien Obligations
that is not also an obligor in respect of the Second Lien Obligations.





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The
foregoing to the contrary notwithstanding, it is understood by each of the parties that to the extent that (y) any Collateral
constitutes an Excluded Asset, or (z) any Lien on any Second Lien Collateral is released pursuant to the terms of the Second Lien
Documents, the Collateral securing the First Lien Obligations and the Second Lien Obligations will not be identical, and the provisions
of the documents, agreements and instruments evidencing such Liens also will not be substantively similar, and any such difference
in the scope or extent of perfection with respect to the Collateral resulting therefrom are hereby expressly permitted by this
Agreement.


 


2.5        
Perfection of Liens. Except for the arrangements contemplated by Section 5.5, none of the First Lien Representatives, First
Lien Collateral Agents or the First Lien Secured Parties shall be responsible for perfecting and maintaining the perfection of
Liens with respect to the Collateral for the benefit of the Second Lien Representative, the Second Lien Collateral Agent or the
Second Lien Secured Parties, each of which shall be the responsibility of the Company. The provisions of this Agreement are intended
solely to govern the respective Lien priorities as among the First Lien Secured Parties and the Second Lien Secured Parties and
such provisions shall not impose on the First Lien Representatives, First Lien Collateral Agents, the First Lien Secured Parties,
the Second Lien Representative, the Second Lien Collateral Agent, the Second Lien Secured Parties, or any agent or trustee therefor
any obligations in respect of the disposition of proceeds of any Collateral which would conflict with prior-perfected claims therein
in favor of any other Person or any order or decree of any court or governmental authority or any applicable law. For the avoidance
of doubt, and notwithstanding anything herein or in the Collateral Documents to the contrary, the Collateral Agents shall have
no responsibility for preparing, recording, filing, re-recording, or re-filing any financing statement, perfection statement,
continuation statement or other instrument in any public office or for otherwise ensuring the perfection or maintenance of any
security interest granted pursuant to this Agreement or any Collateral Document.


 


SECTION
3.       Enforcement


 


3.1         
Exercise of Remedies


 


(a)        
Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced
by or against the Company or any other Grantor, the Second Lien Representative, the Second Lien Collateral Agent and the Second
Lien Secured Parties:


 


(1)       will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies
with respect to the Collateral;


 


(2)       will not contest, protest or object to any foreclosure proceeding or action brought by any First Lien Representative, any First
Lien Collateral Agent or any First Lien Secured Party or any other exercise by any First Lien Representative, any First Lien Collateral
Agent or any First Lien Secured Party of any rights and remedies relating to the Collateral under the First Lien Documents or
otherwise (including any Enforcement Action initiated by or supported by any First Lien Representative, any First Lien Collateral
Agent or any First Lien Secured Party); and





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(3)       will not object to (and will waive any and all claims with respect to) the forbearance by any First Lien Representative, any First
Lien Collateral Agent or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any
other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by any First
Lien Representative in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance
with Section 4.1.


 


(b)         Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced
by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Representatives, the First Lien Collateral
Agents and the First Lien Secured Parties shall have the exclusive right to commence and maintain an Enforcement Action or otherwise
enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt (including debt related
to any DIP Financing) in any sale, except that the Second Lien Representative shall have the credit bid rights set forth in Section
3.1(c)(5)), and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to
the Collateral without any consultation with or the consent of the Second Lien Representative, the Second Lien Collateral Agent
or any other Second Lien Secured Party; provided that any proceeds received by any First Lien Representative in excess
of those necessary to achieve a Discharge of any First Lien Obligations are distributed in accordance with Section 4.1 hereof.
In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral,
the First Lien Representatives, First Lien Collateral Agents and the First Lien Secured Parties may enforce the provisions of
the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise
of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Representative, the
Second Lien Collateral Agent or any other Second Lien Secured Party and regardless of whether any such exercise is adverse to
the interest of any Second Lien Secured Party. Such exercise and enforcement shall include the rights of an agent appointed by
them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition,
and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws
of any applicable jurisdiction.


 


(c)          Notwithstanding the foregoing, the Second Lien Representative, the Second Lien Collateral Agent and any Second Lien Secured Party
may:


 


(1)      file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation
Proceeding has been commenced by or against the Company or any other Grantor;


 


(2)      take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the
rights of any First Lien Representative, any First Lien Collateral Agent or the First Lien Secured Parties to exercise remedies
in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;


 


(3)      file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including
any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement;





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(4)      subject to Section 6.1(b), vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim,
make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement,
with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading
related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or
liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Representative, the Second
Lien Collateral Agent or any other Second Lien Secured Party may be inconsistent with the provisions of this Agreement;


 


(5)      bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any First Lien
Representative, any First Lien Collateral Agent or any other First Lien Secured Party, or any sale of Collateral during an Insolvency
or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien
Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and


 


(6)      object to any proposed acceptance of Collateral by a First Lien Representative, a First Lien Collateral Agent or First Lien Secured
Party pursuant to Section 9- 620 of the UCC.


 


The
Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented
by it, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of
any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and
until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section
3.1(a)(1) to the extent such Second Lien Representative or such Second Lien Collateral Agent and Second Lien Secured Parties represented
by it are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement. Without limiting the generality
of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections
3.1(a), 3.1(b) and this Section 3.1(c), the sole right of the Second Lien Representative, the Second Lien Collateral Agent and
the other Second Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second
Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if
any, after the Discharge of First Lien Obligations has occurred.


 


(d)         
Subject to Sections 3.1(a) and (c):


 


(1)      the Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties
represented by it, agrees that such Second Lien Representative or such Second Lien Collateral Agent and such Second Lien Secured
Parties represented by it will not take any action that would hinder any exercise of remedies under the First Lien Documents or
is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether
by foreclosure or otherwise;





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(2)      the Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties
represented by it, hereby waives any and all rights such Second Lien Representative or such Second Lien Collateral Agent or such
Second Lien Secured Parties represented by it may have as a junior lien creditor or otherwise to object to the manner in which
any First Lien Representative, any First Lien Collateral Agent or other First Lien Secured Party seeks to enforce or collect the
First Lien Obligations or Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in
accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of any First Lien Representative,
any First Lien Collateral Agent or other First Lien Secured Party is adverse to the interest of any Second Lien Secured Party;
and


 


(3)      the Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties
represented by it, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Document
(other than this Agreement) shall be deemed to restrict in any way the rights and remedies of any First Lien Representative, any
First Lien Collateral Agent or any other First Lien Secured Party with respect to the Collateral as set forth in this Agreement
and the First Lien Documents


 


(e)         
Except as specifically set forth in this Agreement, the Second Lien Representative, the Second Lien Collateral Agent (each at
the written direction of the Required Holders under the Indenture) and the other Second Lien Secured Parties may exercise rights
and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the
Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or
joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor); provided
that in the event that any Second Lien Secured Party becomes a judgment Lien creditor in respect of Collateral as a result
of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall
be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) in the same manner
as the other Liens securing the Second Lien Obligations are subject to this Agreement.


 


(f)          
Nothing in this Agreement shall prohibit the receipt by the Second Lien Representative, the Second Lien Collateral Agent or any
other Second Lien Secured Party of the required payments of interest, principal and other amounts owed in respect of the Second
Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Representative,
the Second Lien Collateral Agent or any other Second Lien Secured Party of rights or remedies as a secured creditor (including
set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any
other violation by any Second Lien Secured Party of the express terms of this Agreement. Nothing in this Agreement impairs or
otherwise adversely affects any rights or remedies any First Lien Representative, any First Lien Collateral Agent or other First
Lien Secured Party may have with respect to the First Lien Collateral.





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(g)         
The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees
that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Document shall
be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties
with respect to the Collateral as set forth in this Agreement.


 


3.2         
Actions Upon Breach: Specific Performance.


 


(a)           If any Second Lien Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens
to take any action with respect to the Collateral (including, without limitation, any attempt to realize upon or enforce any remedy
with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable
presumption and admission by such Second Lien Secured Party that relief against such Second Lien Secured Party by injunction,
specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Secured
Parties, it being understood and agreed by the Second Lien Representative and the Second Lien Collateral Agent, on behalf of each
Second Lien Secured Party represented by it, that (i) the First Lien Secured Parties’ damages from actions of any Second
Lien Secured Party may at that time be difficult to ascertain and may be irreparable and (ii) each Second Lien Secured Party waives
any defense that the Grantors and/or the First Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding
of damages. Each of the First Lien Representatives and/or First Lien Collateral Agents may demand specific performance of this
Agreement. The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured
Parties represented by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense
which might be asserted to bar the remedy of specific performance in any action which may be brought by any First Lien Representative,
any First Lien Collateral Agent or any other First Lien Secured Party. No provision of this Agreement shall constitute or be deemed
to constitute a waiver by any First Lien Representative or any First Lien Collateral Agent on behalf of itself and the First Lien
Secured Parties represented by it of any right to seek damages from any Person in connection with any breach or alleged breach
of this Agreement.


 


(b)          If any First Lien Secured Party, in contravention of the terms of this Agreement, in any way takes, attempts to or threatens to
take any action with respect to the Collateral (including, without limitation, any attempt to realize upon or enforce any remedy
with respect to this Agreement), or fails to take any action required by this Agreement, this Agreement shall create an irrebuttable
presumption and admission by such First Lien Secured Party that relief against such First Lien Secured Party by injunction, specific
performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the Second Lien Secured Parties,
it being understood and agreed by each First Lien Representative and each First Lien Collateral Agent, on behalf of each First
Lien Secured Party represented by it, that (i) the Second Lien Secured Parties’ damages from actions of any First Lien Secured
Party may at that time be difficult to ascertain and may be irreparable and (ii) each First Lien Secured Party waives any defense
that the Grantors, the Second Lien Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.
Each of the Second Lien Representative and/or Second Lien Collateral Agent may demand specific performance of this Agreement.
Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties represented
by it, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense which might be asserted
to bar the remedy of specific performance in any action which may be brought by the Second Lien Representative, the Second Lien
Collateral Agent or any other Second Lien Secured Party. No provision of this Agreement shall constitute or be deemed to constitute
a waiver by the Second Lien Representative or any Second Lien Collateral Agent on behalf of itself and the Second Lien Secured
Parties represented by it of any right to seek damages from any Person in connection with any breach or alleged breach of this
Agreement.





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SECTION
4.     Payments


 


4.1         
Application of Proceeds.


 


(a)           So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof received in connection with
any Enforcement Action or other exercise of remedies by any First Lien Representative, any First Lien Collateral Agent or any
First Lien Secured Party shall be applied by the Designated First Lien Collateral Agent and the other First Lien Collateral Agents
or the First Lien Representatives, as applicable, to the First Lien Obligations in such order as specified in the relevant First
Lien Documents and, if then in effect, the First Lien Pari Passu Intercreditor Agreement; provided, that any non-cash Collateral
or non-cash proceeds may be held by the applicable First Lien Collateral Agent, in its discretion, as Collateral. To the extent
any remedies are exercised by the Second Lien Representative or the Second Lien Collateral Agent for application towards the First
Lien Obligations or the Second Lien Obligations in accordance with the terms hereof, the fees, costs and expenses (including counsel
fees) of the Second Lien Representative and Second Lien Collateral Agent shall be paid pari passu with the payment of the
fees, costs and expenses of the First Lien Representative and the First Lien Collateral Agent.


 


(b)          Upon the Discharge of First Lien Obligations, each First Lien Collateral Agent shall:


 


(1)        unless the Discharge of Second Lien Obligations has already occurred, deliver any proceeds of Collateral held by it to the Second
Lien Collateral Agent, to be applied by the Second Lien Collateral Agent and the Second Lien Representative, as applicable, to
the applicable Second Lien Obligations in such order as specified in the applicable Second Lien Collateral Documents;


 


(2)        [Reserved];


 


(3)        if the Discharge of Second Lien Obligations has already occurred, apply such proceeds of Collateral to any Excess First Lien Obligations
in such order as specified in the relevant First Lien Documents, and


 


(4)        if there are no Excess First Lien Obligations, deliver such proceeds of Collateral to the Grantors, their successors or assigns,
or to whomever may be lawfully entitled to receive the same.





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Without
limiting the obligations of the Second Lien Secured Parties under Section 4.2 hereof, after the Discharge of First Lien Obligations,
upon the Discharge of the Second Lien Obligations, the Second Lien Collateral Agent shall deliver any proceeds of Collateral held
by it, (x) if there are any Excess First Lien Obligations, to the First Lien Collateral Agent, for application by the First Lien
Collateral Agent to the Excess First Lien Obligations in such order as specified in the relevant First Lien Documents until the
payment in full in cash of all Excess First Lien Obligations, and (y) if there are no such Excess First Lien Obligations, to the
Grantors, their successors or assigns, or to whomever may be lawfully entitled to receive the same.


 


(c)          Whenever a Representative shall be required, in connection with the exercise of its rights or the performance of its obligations
hereunder, to determine the existence or amount of any First Lien Obligations (or the existence of any commitment to extend credit
that would constitute First Lien Obligations) or Second Lien Obligations, or the existence of any Lien securing any such obligations,
or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Representative
and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Representative
shall fail or refuse reasonably promptly to provide the requested information, the requesting Representative shall be entitled
to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance
upon a certificate of the Company. Each Representative may rely conclusively, and shall be fully protected in so relying, on any
determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent
jurisdiction) and shall have no liability to the Company, Grantors or any of their subsidiaries, any Secured Party or any other
person as a result of such determination.


 


4.2        
Payments Over.


 


(a)          So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against the Company or any other Grantor, any Collateral or any proceeds thereof (including assets or proceeds
subject to Liens referred to in the final sentence of the second to last paragraph of Section 2.3 and any assets or proceeds subject
to Liens that have been avoided or otherwise invalidated) received by the Second Lien Representative, Second Lien Collateral Agent
or any other Second Lien Secured Party in connection with any Enforcement Action or other exercise of any right or remedy relating
to the Collateral in contravention of this Agreement in all cases shall be segregated and held in trust and forthwith paid over
to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties in the same form as received,
with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Designated First Lien Collateral
Agent is hereby authorized to make any such endorsements as agent for the Second Lien Representative, Second Lien Collateral Agent
or any such other Second Lien Secured Party. This authorization is coupled with an interest and is irrevocable until the Discharge
of First Lien Obligations.


 


(b)         
So long as the Discharge of First Lien Obligations has not occurred, if the Second Lien Representative, the Second Lien Collateral
Agent or any other Second Lien Secured Party shall receive Collateral or any distribution of money or other property in respect
of the Collateral (including any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money
or other property shall be segregated and held in trust and forthwith paid over to the First Lien Collateral Agent for the benefit
of the First Lien Secured Parties in the same form as received, with any necessary endorsements. Any Lien received by the Second
Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party in respect of any of the Second Lien
Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.





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SECTION
5.       Other Agreements.


 


5.1         
Releases.


 


(a)          If in connection with any Enforcement Action by any First Lien Representative or any First Lien Collateral Agent or any other
exercise of any First Lien Representative’s or any First Lien Collateral Agent’s remedies in respect of the Collateral,
in each case prior to the Discharge of First Lien Obligations, such First Lien Collateral Agent, for itself or on behalf of any
of the First Lien Secured Parties, releases any of its Liens on any part of the Collateral or such First Lien Representative,
for itself or on behalf of any of the First Lien Secured Parties releases any Grantor from its obligations under its guaranty
of the First Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the
Second Lien Secured Parties, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations,
shall be automatically, unconditionally and simultaneously released.


 


(1)       If in connection with any Enforcement Action or other exercise of rights and remedies by any First Lien Representative or any
First Lien Collateral Agent, in each case prior to the Discharge of First Lien Obligations, the equity interests of any Person
are foreclosed upon or otherwise disposed of and such First Lien Collateral Agent releases its Lien on the property or assets
of such Person then the Liens of the Second Lien Collateral Agent with respect to the property or assets of such Person will be
automatically released to the same extent as the Liens of such First Lien Collateral Agent.


 


(2)       The Second Lien Representative and the Second Lien Collateral Agent, for itself or on behalf of any Second Lien Secured Parties
represented by it, shall promptly execute and deliver to the First Lien Representatives, First Lien Collateral Agents or such
Grantor such termination statements, releases and other documents as any First Lien Representative, First Lien Collateral Agent
or such Grantor may prepare and reasonably request, in writing, to effectively confirm the foregoing releases.


 


(b)          If any First Lien Collateral Agent, for itself or on behalf of any of the First Lien Secured Parties represented by it, releases
any of its Liens on any part of the Collateral, or any First Lien Representative, for itself or on behalf of any of the First
Lien Secured Parties represented by it, releases any Grantor from its obligations under its guaranty of the First Lien Obligations,
(including, without limitation) in connection with any sale, lease, exchange, transfer or other disposition of any Collateral
by any Grantor (collectively, a “Disposition”) permitted under the terms of the First Lien Documents and not
expressly prohibited under the terms of the Second Lien Documents (other than in connection with an Enforcement Action or other
exercise of any First Lien Representative’s and/or First Lien Collateral Agent’s remedies in respect of the Collateral,
which shall be governed by Section 5.1(a) above), in each case other than in connection with, or following, the Discharge of First
Lien Obligations, then the Liens, if any, of the Second Lien Collateral Agent, for itself or for the benefit of the Second Lien
Secured Parties represented by it, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien
Obligations, shall be automatically, unconditionally and simultaneously released. The Second Lien Representative and the Second
Lien Collateral Agent, for itself and on behalf of each Second Lien Secured Party represented by it, shall promptly execute and
deliver to the First Lien Representatives, the First Lien Collateral Agents or such Grantor such termination statements, releases
and other documents as any First Lien Representative, First Lien Collateral Agent or such Grantor may prepare and reasonably request,
in writing, to effectively confirm such release.





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(c)          Until the Discharge of First Lien Obligations occurs, the Second Lien Representative and the Second Lien Collateral Agent, for
itself and on behalf of the Second Lien Secured Parties represented by it, hereby irrevocably constitutes and appoints the First
Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true
and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Second Lien Representative,
such Second Lien Collateral Agent and such Second Lien Secured Parties or in the First Lien Collateral Agent’s own name,
from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section
5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish
the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. This power is coupled
with an interest and is irrevocable until the Discharge of First Lien Obligations.


 


(d)          Until the Discharge of the First Lien Obligations occurs, to the extent that any First Lien Collateral Agent, any First Lien Representative
or First Lien Secured Parties (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and
any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the
Second Lien Collateral Agent, for itself and for the Second Lien Secured Parties represented by it, shall be granted a Lien on
any such Collateral, subject to the lien subordination provisions of this Agreement, and the Second Lien Representative, for itself
and for the Second Lien Secured Parties represented by it, shall be granted an additional guaranty, as the case may be.


 


(e)          In the event of a Discharge of the First Lien Obligations or a voluntary release of Liens securing the First Lien Obligations
by the First Lien Secured Parties on all or substantially all of the Collateral (other than when such release occurs in connection
with the First Lien Secured Parties’ foreclosure upon or other exercise of rights and remedies with respect to such Collateral),
no release of the Liens on such Collateral securing the Second Lien Obligations shall be made unless (A) consent to the release
of such Liens securing the Second Lien Obligations has been given by the requisite percentage or number of the Second Lien Secured
Parties at the time outstanding as provided for in the applicable Second Lien Documents and (B) the Company has delivered an officers’
certificate to the Designated First Lien Collateral Agent, the Second Lien Representative and the Second Lien Collateral Agent
certifying that all such consents have been obtained and such release is otherwise authorized and permitted by the Second Lien
Documents.


 


5.2         
Insurance. Unless and until the Discharge of First Lien Obligations has occurred, the First Lien Representatives, the First
Lien Collateral Agents and the other First Lien Secured Parties shall have the sole and exclusive right, subject to the rights
of the Grantors under the First Lien Documents, to adjust settlement for any insurance policy covering the Collateral in the event
of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation)
affecting the Collateral. Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of
the Grantors under the First Lien Documents, all proceeds of any such policy and any such award (or any payments with respect
to a deed in lieu of condemnation) if in respect of the Collateral shall be paid to the Designated First Lien Collateral Agent
for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Documents and, if then in effect, the
First Lien Pari Passu Intercreditor Agreement, (including for purposes of cash collateralization of letters of credit) and, thereafter,
to the extent no First Lien Obligations are outstanding, and subject to the rights of the Grantors under the Second Lien Documents,
to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties to the extent required under the Second
Lien Documents and then, to the extent no Second Lien Obligations are outstanding, to the owner of the subject property, such
other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First
Lien Obligations has occurred, if the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured
Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this
Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the Designated First Lien Collateral Agent
in accordance with the terms of Section 4.2. In addition, if by virtue of being named as an additional insured or loss payee of
any insurance policy covering any of the Collateral, the Second Lien Collateral Agent or any other Second Lien Secured Party shall
have the right to adjust or settle any claim under any such insurance policy, then unless and until the Discharge of First Lien
Obligations has occurred, the Second Lien Collateral Agent and any such Second Lien Secured Party shall follow the instructions
of the Designated First Lien Collateral Agent, or of the Grantors under the First Lien Documents to the extent the First Lien
Documents grant such Grantors the right to adjust or settle such claims, with respect to such adjustment or settlement.





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5.3         
Amendments to First Lien Documents and Second Lien Documents.


 


(a)           Subject to Section 5.3(c), the First Lien Documents of any Series may be amended, supplemented or otherwise modified in accordance
with their terms and the First Lien Debt of any Series may be Refinanced subject to Section 5.6 and 8.7, in each case, without
notice to, or the consent of, the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured
Party, all without affecting the lien subordination or other provisions of this Agreement, provided that any such amendment,
supplement or modification or Refinancing is not inconsistent with the terms of this Agreement.


 


(b)           The Second Lien Documents may be amended, supplemented or otherwise modified in accordance with their terms, in each case, without
notice to, or the consent of, any First Lien Representative, any First Lien Collateral Agent or any other First Lien Secured Party,
all without affecting the lien subordination or other provisions of this Agreement, to the extent the terms and conditions of
such amendment, supplement, modification meet any applicable requirements set forth in the First Lien Documents; provided
that any such amendment, supplement or modification is not inconsistent with the terms of this Agreement, as certified by the
Company in an Officers’ Certificate (as defined in the Indenture) delivered to the Second Lien Representative and the Second
Lien Collateral Agent.





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(c)           In the event that prior to the Discharge of the First Lien Obligations any First Lien Collateral Agent or the applicable First
Lien Secured Parties and the relevant Grantor enter into any amendment, waiver or consent in respect of any of the First Lien
Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions
of, any First Lien Collateral Document or changing in any manner the rights of the applicable First Lien Collateral Agent, such
First Lien Secured Parties, the Company or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically
to any comparable provision of a Second Lien Collateral Document without the consent of the Second Lien Representative, Second
Lien Collateral Agent or other Second Lien Secured Party and without any action by the Second Lien Representative, the Second
Lien Collateral Agent, any other Second Lien Secured Party, the Company or any other Grantor, provided that:


 


(1)       no such amendment, waiver or consent shall have the effect of:


 


(A)      removing assets subject to the Lien of the Second Lien Collateral Documents, except to the extent that a release of such Lien
is permitted or required by Section 5.1 and provided that there is a corresponding release of the Liens securing the First Lien
Obligations;


 


(B)       imposing duties on, or adversely affecting the rights, immunities, indemnifications, protections and limitations of liability
of, the Second Lien Collateral Agent or the Second Lien Representative without its prior written consent;


 


(C)       permitting other Liens on the Collateral not permitted under the terms of the Second Lien Documents or Section 6 hereof; or


 


(D)       being prejudicial to the interests of the Second Lien Secured Parties to a greater extent than the First Lien Secured Parties
(other than by virtue of their relative priority and the rights and obligations hereunder); and


 


(2)        notice of such amendment, waiver or consent will be given to the Second Lien Collateral Agent by the applicable First Lien Collateral
Agent no later than 30 days after its effectiveness, provided that the failure to give such notice will not affect the
effectiveness and validity thereof nor create any liability of the First Lien Collateral Agent.


 


5.4          
Confirmation of Subordination in Collateral Documents. The Company agrees that each Second Lien Collateral Document shall
include the following language (or language to similar effect approved by the Designated First Lien Collateral Agent):


 


“Notwithstanding
anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and
the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement,
dated as of April 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among ION Geophysical Corporation, the Grantors from time to time party thereto, PNC Bank, National Association,
as First Lien Representative (as defined therein), PNC Bank, National Association, as First Lien Collateral Agent (as defined
therein), UMB Bank, National Association, as trustee, as Second Lien Representative (as defined therein), UMB Bank, National Association,
as Second Lien Collateral Agent (as defined therein), 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 Intercreditor Agreement and this Agreement, the terms of the Intercreditor
Agreement shall govern and control.”





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5.5          
Gratuitous Bailee/Agent for Perfection.


 


(a)           Each First Lien Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession
or control of its agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under
the UCC (such Collateral being the “Pledged Collateral”) as gratuitous bailee for the Second Lien Collateral
Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8- 106(d)(3), 8-301(a)(2) and
9-313(c) of the UCC) and any assignee thereof solely for the purpose of perfecting the security interest granted under the First
Lien Documents, the Second Lien Documents, respectively, subject to the terms and conditions of this Section 5.5. Solely with
respect to any deposit accounts under the control (within the meaning of Section 9-104 of the UCC) of any First Lien Collateral
Agent, such First Lien Collateral Agent agrees to also hold control over such deposit accounts as gratuitous agent for the Second
Lien Collateral Agent, subject to the terms and conditions of this Section 5.5.


 


(b)          No First Lien Collateral Agent shall have any obligation whatsoever to the other First Lien Secured Parties, the Second Lien Representative,
the Second Lien Collateral Agent or the Second Lien Secured Parties to ensure that the Pledged Collateral is genuine or owned
by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 5.5. The
duties or responsibilities of any First Lien Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged
Collateral as bailee (and with respect to deposit accounts, agent) in accordance with this Section 5.5 and delivering the Pledged
Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) below.


 


(c)           No First Lien Collateral Agent or any other First Lien Secured Party shall have by reason of the First Lien Collateral Documents,
the Second Lien Collateral Documents, this Agreement or any other document a fiduciary relationship in respect of the Second Lien
Representative or any other Second Lien Secured Party and the Second Lien Representative, the Second Lien Collateral Agent and
the Second Lien Secured Parties hereby waive and release the First Lien Collateral Agents and the other First Lien Secured Parties
from all claims and liabilities arising pursuant to any First Lien Collateral Agent’s role under this Section 5.5 as gratuitous
bailee and gratuitous agent with respect to the Pledged Collateral. It is understood and agreed that the interests of the First
Lien Collateral Agents and the other First Lien Secured Parties, on the one hand, and the Second Lien Representative, the Second
Lien Collateral Agent and the other Second Lien Secured Parties, on the other hand may, differ and the First Lien Collateral Agents
and the other First Lien Secured Parties shall be fully entitled to act in their own interest without taking into account the
interests of the Second Lien Representative, the Second Lien Collateral Agent or other Second Lien Secured Parties.


 


(d)          Upon the Discharge of First Lien Obligations, each First Lien Collateral Agent shall deliver the remaining Pledged Collateral
in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and without any
representation or warranty), (x) unless the Discharge of Second Lien Obligations has not already occurred, to the Second Lien
Collateral Agent, (y) if the Discharge of Second Lien Obligations has already occurred, to the Designated First Lien Collateral
Agent to the extent Excess First Lien Obligations remain outstanding and (z) if there are no Excess First Lien Obligations, to
the Company or to whomever may be lawfully entitled to receive the same.





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(e)          Following the Discharge of First Lien Obligations, each First Lien Collateral Agent further agrees to take all other action reasonably
requested by the Second Lien Collateral Agent at the expense of the Company in connection with the Second Lien Collateral Agent
obtaining a first-priority security interest in the Collateral.


 


5.6         
When Discharge of Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of First Lien Obligations
has occurred, the Company thereafter enters into any Refinancing of any First Lien Document evidencing a First Lien Obligation
which Refinancing is permitted hereunder, by the First Lien Documents and by the Second Lien Documents, then such Discharge of
First Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with
respect to any actions taken as a result of the occurrence of such first Discharge of First Lien Obligations), and, from and after
the date on which the Replacement First Lien Representative and Replacement First Lien Collateral Agent in respect of such Refinancing
each becomes a party to this Agreement in accordance with Section 8.7(b), the obligations under such Refinancing of the applicable
First Lien Document shall automatically be treated as First Lien Obligations for all purposes of this Agreement, including for
purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the Replacement First Lien Representative
and the Replacement First Lien Collateral Agent under such new First Lien Documents shall be a First Lien Representative and First
Lien Collateral Agent, respectively, for all purposes of this Agreement.


 


5.7         
Purchase Option.


 


(a)           Notice of Exercise. Upon the occurrence and during the continuance of a Purchase Option Triggering Event, all or a portion
of the Second Lien Secured Parties, acting as a single group, shall have the option at any time upon five (5) Business Days’
prior written notice to the First Lien Representative to purchase all, but not less than all, First Lien Obligations from the
First Lien Secured Parties. Such notice from such Second Lien Secured Parties to the First Lien Representative shall be irrevocable.


 


(b)           Purchase and Sale. On the date specified by the relevant Second Lien Secured Parties in the notice contemplated by Section
5.7(a) above (which date shall not be more than twenty (20) Business Days after the receipt by the First Lien Representative
of the notice of the relevant Second Lien Secured Parties’ election to exercise such option), the First Lien Secured Parties
shall sell to the relevant Second Lien Secured Parties, and the relevant Second Lien Secured Parties shall purchase from the First
Lien Secured Parties, all, but not less than all, First Lien Obligations, provided that, in connection with any such sale,
the First Lien Representative and the First Lien Secured Parties shall retain all rights (i) to any Excess First Lien Obligations
and to the Liens of the First Lien Representative and First Lien Collateral Agent in the Collateral securing Excess First Lien
Obligations (subject to the lien priority set forth in Section 2.1) and (ii) to be indemnified or held harmless by the
Grantors in accordance with the terms of the First Lien Documents.





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(c)           Payment of Purchase Price. Upon the date of such purchase and sale of all but not less than all of the First Lien Obligations,
the relevant Second Lien Secured Parties, or holders of the Second Lien Obligations, as the case may be, shall (i) pay to
the First Lien Representative for the benefit of the First Lien Secured Parties as the purchase price for the First Lien Obligations,
the full amount of all First Lien Obligations then outstanding and unpaid (including principal, interest, fees and expenses, including
reasonable attorneys’ fees and legal expenses, but excluding any prepayment premium, termination or similar fees), (ii)
furnish cash collateral to the First Lien Representative in an amount equal to 105% of the aggregate amount available to be drawn
under all letters of credit issued under the First Lien Credit Agreement and constituting part of the First Lien Obligations,
(iii) furnish cash collateral to the First Lien Representative in an amount equal to 105% of the aggregate amount of Bank Product
Obligations constituting part of the First Lien Obligations, and (iv) subject to Section 8.12, agree to indemnify and hold
harmless the First Lien Representative with respect to the purchase of the First Lien Obligations from and against any loss, liability,
claim, damage or expense (including reasonable fees and expenses of legal counsel) arising out of any claim asserted by a third
party in respect of the First Lien Obligations as a direct result of any acts by any Second Lien Secured Party occurring after
the date of such purchase. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such
bank account in New York, New York as the First Lien Representative may designate in writing for such purpose. In addition, upon
the date of such purchase and sale (x) if the Second Lien Representative shall so request, the First Lien Representative and First
Lien Collateral Agent shall resign as agent (including as collateral agent and as administrative agent), if then applicable, under
the First Lien Credit Agreement and (y) the First Lien Representative and the Second Lien Representative shall modify this Agreement
on terms reasonably satisfactory to each of them, including without limitations terms relating to lien priority set forth in Section
2.1, restrictions on rights to initiate and continue an Enforcement Action and application of proceeds of Collateral pursuant
to an Enforcement Action.


 


(d)          Limitation on Representations and Warranties. Such purchase shall be expressly made without representation or warranty
of any kind by the First Lien Representative or the First Lien Secured Parties and without recourse of any kind, except that each
First Lien Secured Party shall represent and warrant: (i) the amount of the First Lien Obligations being purchased from such
First Lien Secured Party, (ii) that such First Lien Secured Party owns the First Lien Obligations that such First Lien Secured
Party is selling to the Second Lien Secured Parties, free and clear of any Liens or encumbrances and (iii) that such First
Lien Secured Party has the right to assign the First Lien Obligations that such First Lien Secured Party is selling to the Second
Lien Secured Parties, and the assignment is duly authorized.


 


(e)           Loan
Party Consent.  Each Grantor irrevocably consents to any assignment effected to one or more Second Lien Secured Parties
pursuant to, and in accordance with, this Section 5.7 as in effect on the date hereof and agrees that (i) each such Second
Lien Secured Party shall be deemed to be a “Permitted Assignee,” as such term is defined in the First Lien Credit
Agreement and (ii) no further consent from such Grantor shall be required in respect of such assignment pursuant to, and in accordance
with, this Section 5.7 as in effect on the date hereof.





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SECTION
6.        Insolvency or Liquidation Proceedings.


 


6.1         
Finance and Sale Issues.


 


(a)           Until the Discharge of First Lien Obligations has occurred, if the Company or any other Grantor shall be subject to any Insolvency
or Liquidation Proceeding and any First Lien Representative shall desire to permit the use of “Cash Collateral”
(as such term is defined in Section 363(a) of the Bankruptcy Code), on which such First Lien Representative, such First Lien Collateral
Agent or any other creditor has a Lien or to permit the Company or any other Grantor to obtain financing, whether from the First
Lien Secured Parties or any other Person under Section 364 of the Bankruptcy Code or any similar Bankruptcy Law (“DIP
Financing”), then the Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second
Lien Secured Parties represented by it, will not object to such Cash Collateral use or DIP Financing (including any proposed orders
for such Cash Collateral use and/or DIP Financing which are acceptable to any First Lien Representative) and to the extent the
Liens securing the First Lien Obligations are discharged, subordinated to or pari passu with such DIP Financing, the Second Lien
Collateral Agent will subordinate its Liens in the Collateral to the Liens securing such DIP Financing (and all Obligations relating
thereto) and the Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured
Parties represented by it, will not request adequate protection or any other relief in connection therewith (except as expressly
agreed by the Designated First Lien Representative or to the extent permitted by Section 6.3); provided that the aggregate
principal amount of the DIP Financing, when taken together with any remaining First Lien Obligations, shall not exceed an amount
equal to 110% of the aggregate principal amount of First Lien Obligations outstanding immediately prior to the commencement of
such Insolvency or Liquidation Proceeding, and the Second Lien Representative and the other Second Lien Secured Parties retain
the right to object to any ancillary agreements or arrangements regarding Cash Collateral use or the DIP Financing that are materially
prejudicial to their interests.


 


No
Second Lien Secured Party may provide DIP Financing to the Company or any other Grantor secured by Liens equal or senior in priority
to the Liens securing any First Lien Obligations. The Second Lien Representative and the Second Lien Collateral Agent, for itself
and on behalf of the Second Lien Secured Parties represented by it, agree that they will not seek consultation rights in connection
with, and will not object to or oppose, a motion to sell, liquidate or otherwise dispose of Collateral under Section 363 of the
Bankruptcy Code if the requisite First Lien Secured Parties have consented to such sale, liquidation or other disposition. The
Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented
by it, further agrees that it will not directly or indirectly oppose or impede entry of any order in connection with such sale,
liquidation or other disposition, including orders to retain professionals or set bid procedures in connection with such sale,
liquidation or disposition, if the requisite First Lien Secured Parties have consented to (i) such retention of professionals
and bid procedures in connection with such sale, liquidation or disposition of such assets and (ii) the sale, liquidation or disposition
of such assets, in which event the Second Lien Secured Parties will be deemed to have consented to the sale or disposition of
Collateral pursuant to Section 363(f) of the Bankruptcy Code and such motion does not impair the rights of the Second Lien Secured
Parties under Section 363(k) of the Bankruptcy Code.





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(b)          The Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party agrees that in any Insolvency
or Liquidation Proceeding, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall propose, support
or vote for any plan of reorganization or disclosure statement of the Company or any other Grantor unless such plan is accepted
by the class of First Lien Secured Parties in accordance with Section 1126(c) of the Bankruptcy Code or otherwise provides for
the payment in full in cash of all First Lien Obligations (including all post-petition interest, fees and expenses) on the effective
date of such plan of reorganization.


 


(c)          So long as the Discharge of First Lien Obligations has not occurred, without the express written consent of the First Lien Collateral
Agent, neither the Second Lien Collateral Agent nor any other Second Lien Secured Party shall (or shall join with or support any
third party in opposing, objecting to or contesting, as the case may be), in any Insolvency or Liquidation Proceeding involving
any Grantor, (i) oppose, object to or contest the determination of the extent of any Liens held by any of First Lien Secured Parties
or the value of any claims of any such holder under Section 506(a) of the Bankruptcy Code or (ii) oppose the payment to the First
Lien Secured Parties of interest, fees or expenses under Section 506(b) of the Bankruptcy Code.


 


(d)          Notwithstanding anything to the contrary contained herein, if in any Insolvency or Liquidation Proceeding a determination is made
that any Lien encumbering any Collateral is not enforceable for any reason, then the Second Lien Collateral Agent for itself and
on behalf of each other Second Lien Secured Party, agrees that, any distribution or recovery they may receive with respect to,
or allocable to, the value of the assets constituting Collateral subject to an enforceable Lien in favor of the Second Lien Secured
Parties or any proceeds thereof shall (for so long as the Discharge of First Lien Obligations has not occurred) be segregated
and held in trust and forthwith paid over to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured
Parties in the same form as received without recourse, representation or warranty (other than a representation of the Second Lien
Collateral Agent that it has not otherwise sold, assigned, transferred or pledged any right, title or interest in and to such
distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct Until
the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of each other Second
Lien Secured Party, hereby appoint the Designated First Lien Collateral Agent, and any officer or agent of the Designated First
Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second Lien Secured Party for the limited
purpose of carrying out the provisions of this Section 6.1(e) and taking any action and executing any instrument that the Designated
First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes of this Section 6 1(e), which appointment
is irrevocable and coupled with an interest.


 


6.2         
Relief from the Automatic Stay.


 


Until
the Discharge of First Lien Obligations has occurred, the Second Lien Representative and the Second Lien Collateral Agent, for
itself and on behalf of the Second Lien Secured Parties represented by it, agrees that none of them shall: (i) seek (or support
any other Person seeking) relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect
of the Collateral, without the prior written consent of the First Lien Representatives or (ii) oppose (or support any other Person
in opposing) any request by any First Lien Representative or First Lien Collateral Agent for relief from such stay.





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6.3          
Adequate Protection and Other Agreements.


 


(a)          The Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured
Party, agrees, that neither it nor any other Second Lien Secured Party will file or prosecute in any Insolvency or Liquidation
Proceeding any motion for adequate protection (or any comparable request for relief) based upon their interest in the Collateral,
nor object to, oppose or contest (or join with or support any third party objecting to, opposing or contesting):


 


(1)       any request by any First Lien Representative, any First Lien Collateral Agent or other First Lien Secured Party for adequate protection
under any Bankruptcy Law; or


 


(2)       any objection by any First Lien Representative, any First Lien Collateral Agent or other First Lien Secured Party to any motion,
relief, action or proceeding based on such First Lien Representative, First Lien Collateral Agent or First Lien Secured Party
claiming a lack of adequate protection.


 


(b)         Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding:


 


(1)       if the First Lien Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral
in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States
Code or any similar Bankruptcy Law, then the Second Lien Representative, on behalf of itself and any applicable Second Lien Secured
Party, (A) may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien
is subordinated to the Liens securing the First Lien Debt and such DIP Financing (and all Obligations relating thereto) on the
same basis as the Liens securing the Second Lien Debt are subordinated to the Liens securing First Lien Debt under this Agreement
and (B) agrees that it will not seek or request, and will not accept, adequate protection in any other form, and


 


(2)       in the event the Second Lien Representative, on behalf of itself or any applicable Second Lien Secured Party, seeks or requests
adequate protection and such adequate protection is granted in the form of additional collateral, then such Second Lien Representative,
on behalf of itself or each such Second Lien Secured Party, agrees that the First Lien Representative shall also be granted a
senior Lien on such additional collateral as security for the applicable First Lien Debt and any such DIP Financing and that any
Lien on such additional collateral securing the Second Lien Debt shall be subordinated to the Liens on such collateral securing
the First Lien Debt and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First
Lien Secured Parties as adequate protection on the same basis as the other Liens securing the Second Lien Debt are subordinated
to such Liens securing First Lien Debt under this Agreement.





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(c)          The Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured
Parties represented by it, agrees that notice of a hearing to approve DIP Financing or use of Cash Collateral on an interim basis
shall be adequate if delivered to such Second Lien Representative and Second Lien Collateral Agent at least two (2) Business Days
in advance of such hearing and that notice of a hearing to approve DIP Financing or use of Cash Collateral on a final basis shall
be adequate if delivered to such Second Lien Representative and Second Lien Collateral Agent at least fifteen (15) days in advance
of such hearing.


 


6.4         
No Waiver.


 


Subject
to Section 6.7(b), nothing contained herein shall prohibit or in any way limit any First Lien Representative or any other First
Lien Secured Party from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by the Second Lien
Representative or any other Second Lien Secured Party, including the seeking by the Second Lien Representative or any other Second
Lien Secured Party of adequate protection or the asserting by the Second Lien Representative or any other Second Lien Secured
Party of any of its rights and remedies under the Second Lien Documents or otherwise.


 


6.5         
Avoidance Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise
to turn over or otherwise pay to the estate of the Company or any other Grantor any amount paid, whether received as a payment
from the proceeds of Collateral or other security, enforcement of set off rights, or otherwise, in respect of First Lien Obligations
(a “Recovery”), then such First Lien Secured Party shall be entitled to a reinstatement of its First Lien Obligations
with respect to all such recovered amounts on the date of such Recovery, and from and after the date of such reinstatement the
Discharge of First Lien Obligations shall be deemed not to have occurred for all purposes hereunder. If this Agreement shall have
been terminated prior to any such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination
shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement
and to the extent the Cap Amount was decreased in connection with such payment of the First Lien Obligations, the Cap Amount shall
be increased to such extent.


 


6.6         
Reorganization Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor
Secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization, arrangement,
compromise or liquidation or similar dispositive restructuring plan, both on account of First Lien Obligations and on account
of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and
on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive
the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt
obligations.


 


6.7          
Post-Petition Interest.


 


(a)           None of the Second Lien Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party shall oppose or
seek to challenge any claim by any First Lien Representative, any First Lien Collateral Agent or any other First Lien Secured
Party for allowance in any Insolvency or Liquidation Proceeding of First Lien Obligations consisting of Post-Petition Interest
to the extent of the value of the Lien of the First Lien Collateral Agents on behalf of the First Lien Secured Parties on the
Collateral or any other First Lien Secured Party’s Lien, without regard to the existence of the Liens of the Second Lien
Collateral Agent on behalf of the Second Lien Secured Parties on the Collateral.





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(b)          None of any First Lien Representative, First Lien Collateral Agent or any other First Lien Secured Party shall oppose or seek
to challenge any claim by the Second Lien Representative, Second Lien Collateral Agent or any other Second Lien Secured Party
for allowance in any Insolvency or Liquidation Proceeding of Second Lien Obligations consisting of Post-Petition Interest to the
extent of the value of the Lien of the Second Lien Collateral Agent on behalf of the Second Lien Secured Parties on the Collateral
(after taking into account the value of the First Lien Obligations).


 


6.8         
Waivers.


 


Until
the Discharge of First Lien Obligations has occurred, the Second Lien Representative and the Second Lien Collateral Agent, for
itself and on behalf of the Second Lien Secured Parties represented by it:


 


(a)          waives the right to make an election under, and any claim it may hereafter have against any First Lien Secured Party arising out
of the election of any First Lien Secured Party of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of
any cash collateral or financing arrangement or out of any grant of a security interest in connection with the Collateral in any
Insolvency or Liquidation Proceeding, and agrees not to object to, oppose, support any objection or take any other action to impede,
the right of any First Lien Secured Party to make an election under Section 1111(b)(2) of the Bankruptcy Code, so long as such
actions are not in express contravention of the terms of this Agreement; and


 


(b)          waives any right to serve and agrees that it will not serve on any official or ad hoc unsecured creditor committee or group of
unsecured creditors in any Bankruptcy Case involving the Company or any of its Affiliates.


 


6.9          Separate Grants of Security and Separate Classification.


 


The
Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties represented
by it, and each First Lien Representative and each First Lien Collateral Agent, for itself and on behalf of the First Lien Secured
Parties represented by it, acknowledges and agrees that:


 


(a)           the grants of Liens pursuant to the First Lien Collateral Documents and the Second Lien Collateral Documents constitute two separate
and distinct grants of Liens; and


 


(b)          because of, among other things, their differing rights in the Collateral, the Second Lien Obligations are fundamentally different
from the First Lien Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency
or Liquidation Proceeding.





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To
further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims
of the First Lien Secured Parties and the Second Lien Secured Parties in respect of the Collateral constitute only one secured
claim (rather than separate classes of senior and junior secured claims), then each of the parties hereto hereby acknowledges
and agrees that all distributions shall be made as if there were separate classes of senior and junior secured claims against
the Grantors in respect of the Collateral (with the effect being that, to the extent that the aggregate value of the Collateral
is sufficient (for this purpose ignoring all claims held by the Second Lien Secured Parties):


 


(1)        the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal,
pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of senior
and junior secured claims) in respect of Post-Petition Interest (including any additional interest payable pursuant to the First
Lien Documents, arising from or related to a default, which is disallowed as a claim in any Insolvency or Liquidation Proceeding)
before any distribution is made in respect of the claims held by the Second Lien Secured Parties, and


 


(2)        the Second Lien Representative and the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties
represented by it, hereby acknowledging and agreeing to turn over to the Designated First Lien Collateral Agent, for itself and
on behalf of the First Lien Secured Parties, Collateral or proceeds of Collateral otherwise received or receivable by them to
the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim or
recovery of the Second Lien Secured Parties.


 


6.10        
Effectiveness in Insolvency or Liquidation Proceedings. The Parties acknowledge that this Agreement is a “subordination
agreement” under Section 510(a) of the Bankruptcy Code, which will be effective before, during and after the commencement
of an Insolvency or Liquidation Proceeding. All references in this Agreement to any Grantor will include such Person as a debtor-in-possession
and any receiver or trustee for such Person in an Insolvency or Liquidation Proceeding.


 


SECTION
7.         Reliance; Waivers; Etc.


 


7.1          
Reliance. Other than any reliance on the terms of this Agreement, each First Lien Representative and each First Lien Collateral
Agent, on behalf of itself and the First Lien Secured Parties represented by it, acknowledges that it and such First Lien Secured
Parties have, independently and without reliance on the Second Lien Representative, the Second Lien Collateral Agent or any other
Second Lien Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and
decision to enter into each of the First Lien Documents and be bound by the terms of this Agreement and they will continue to
make their own credit decision in taking or not taking any action under the First Lien Documents or this Agreement. The Second
Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented
by it, acknowledges that it and such Second Lien Secured Parties have, independently and without reliance on any First Lien Representative,
any First Lien Collateral Agent or any other First Lien Secured Party, and based on documents and information deemed by them appropriate,
made their own credit analysis and decision to enter into each of the Second Lien Documents and be bound by the terms of this
Agreement and they will continue to make their own credit decision in taking or not taking any action under the Second Lien Documents
or this Agreement.





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7.2         
No Warranties or Liability.


 


(a)           Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and the First Lien Secured Parties represented
by it, acknowledges and agrees that no Second Lien Representative or other Second Lien Secured Party has made any express or implied
representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability
of any of the Second Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. Except
as otherwise provided herein, the Second Lien Secured Parties will be entitled to manage and supervise their respective extensions
of credit under the Second Lien Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate.


 


(b)          The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented
by it, acknowledges and agrees that no First Lien Representative or other First Lien Secured Party has made any express or implied
representation or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability
of any of the First Lien Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon.


 


(c)          No Representative, the Collateral Agent or other Secured Parties shall have any duty to any other Representatives, the Agents
or any of the other Secured Parties, to act or refrain from acting in a manner which allows, or results in, the occurrence or
continuance of an event of default or default under any agreements with the Company or any other Grantor (including the First
Lien Documents and the Second Lien Documents), regardless of any knowledge thereof which they may have or be charged with.


 


7.3          No Waiver of Lien Priorities.


 


(a)           No right of the First Lien Secured Parties, the First Lien Representatives, the First Lien Collateral Agents or any of them to
enforce any provision of this Agreement or any First Lien Document shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or any other Grantor or by any act or failure to act by any First Lien Secured
Party, First Lien Representative or First Lien Collateral Agent, or by any noncompliance by any Person with the terms, provisions
and covenants of this Agreement, any of the First Lien Documents, any of the Second Lien Documents, regardless of any knowledge
thereof which any other First Lien Representative, First Lien Collateral Agent or any First Lien Secured Party, or any of them,
may have or be otherwise charged with.





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(b)           Without in any way limiting the generality of the foregoing paragraph (but subject to the rights of the Company and the other
Grantors under the First Lien Documents and subject to the provisions of Section 1.1(a)), the First Lien Secured Parties, the
First Lien Representatives, the First Lien Collateral Agents and any of them may, at any time and from time to time in accordance
with the First Lien Documents and/or applicable law, without the consent of, or notice to, the Second Lien Representative, the
Second Lien Collateral Agent or any other Second Lien Secured Party, without incurring any liabilities to the Second Lien Representative,
the Second Lien Collateral Agent or any other Second Lien Secured Party, and without impairing or releasing the Lien priorities
and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of the Second Lien Representative,
the Second Lien Collateral Agent or any other Second Lien Secured Party is affected, impaired or extinguished thereby) do any
one or more of the following:



 


(1)        change the manner, place or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase or
alter, the terms of any of the First Lien Obligations or any Lien on any First Lien Collateral or guaranty of any of the First
Lien Obligations or any liability of the Company or any other Grantor, or any liability incurred directly or indirectly in respect
thereof (including any increase in or extension of the First Lien Obligations, without any restriction as to the tenor or terms
of any such increase or extension) or otherwise amend, renew, exchange, extend, modify or supplement in any manner any Liens held
by any First Lien Representative, any First Lien Collateral Agent or any of the other First Lien Secured Parties, the First Lien
Obligations or any of the First Lien Documents;


 


(2)        sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the
First Lien Collateral or any liability of the Company or any other Grantor to any of the First Lien Secured Parties, the First
Lien Representatives or the First Lien Collateral Agents, or any liability incurred directly or indirectly in respect thereof;


 


(3)        settle or compromise any First Lien Obligation or any other liability of the Company or any other Grantor or any security therefor
or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized
to any liability (including the First Lien Obligations) in any manner or order; and


 


(4)        exercise or delay in or refrain from exercising any right or remedy against the Company or any other Grantor or any other Person
or any security, and elect any remedy and otherwise deal freely with the Company, any other Grantor or any First Lien Collateral
and any security and any guarantor or any liability of the Company or any other Grantor to the First Lien Secured Parties or any
liability incurred directly or indirectly in respect thereof.


 


(c)           Except as otherwise expressly provided herein, the Second Lien Representative and the Second Lien Collateral Agent, on behalf
of itself and the Second Lien Secured Parties represented by it, also agrees that the First Lien Secured Parties, the First Lien
Representatives and the First Lien Collateral Agents shall have no liability to such Second Lien Representative, such Second Lien
Collateral Agent or any such Second Lien Secured Parties, and such Second Lien Representative and such Second Lien Collateral
Agent, on behalf of itself and the Second Lien Secured Parties represented by it, hereby waives any claim against any First Lien
Secured Party, any First Lien Representative or any First Lien Collateral Agent arising out of any and all actions which the First
Lien Secured Parties, any First Lien Representative or any First Lien Collateral Agent may take or permit or omit to take with
respect to:


 


(1)        the First Lien Documents (other than this Agreement);





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(2)        the collection of the First Lien Obligations; or


 


(3)        the foreclosure upon, or sale, liquidation or other disposition of, any First Lien Collateral.


 


The
Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented
by it, agrees that the First Lien Secured Parties, the First Lien Representatives and the First Lien Collateral Agents have no
duty to them in respect of the maintenance or preservation of the First Lien Collateral, the First Lien Obligations or otherwise.


 


(d)          Until the Discharge of First Lien Obligations, the Second Lien Representative and the Second Lien Collateral Agent, on behalf
of itself and the Second Lien Secured Parties represented by it, agree not to assert and hereby waives, to the fullest extent
permitted by law, any right to demand, request, plead or otherwise assert or otherwise claim the benefit of, any marshaling, appraisal,
valuation or other similar right that may otherwise be available under applicable law with respect to any First Lien Collateral
or any other similar rights a junior secured creditor may have under applicable law.


 


7.4          Obligations Unconditional.


 


(a)           All rights, interests, agreements and obligations of the First Lien Representatives, the First Lien Collateral Agents and the
other First Lien Secured Parties, the Second Lien Representative, the Second Lien Collateral Agent and the other Second Lien Secured
Parties, respectively, hereunder shall remain in full force and effect irrespective of:


 


(b)           any lack of validity or enforceability of any First Lien Documents or any Second Lien Documents;


 


(c)           except as otherwise expressly set forth in this Agreement, any change in the time, manner or place of payment of, or in any other
terms of, all or any of the First Lien Obligations or Second Lien Obligations, or any amendment or waiver or other modification,
including any increase in the amount thereof, whether by course of conduct or otherwise, of the terms of any First Lien Document
or any Second Lien Document;


 


(d)          any exchange, voiding, avoidance or non-perfection of any security interest in any Collateral or any other collateral, or any
amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First Lien
Obligations or Second Lien Obligations or any guaranty thereof;


 


(e)          the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or any other Grantor; or


 


(f)           any other circumstances which otherwise might constitute a defense available to, or a discharge of, the Company or any other Grantor
in respect of any First Lien Representative, any First Lien Collateral Agent, the First Lien Obligations, any First Lien Secured
Party, the Second Lien Representative, the Second Lien Collateral Agent, the Second Lien Obligations or any Second Lien Secured
Party in respect of this Agreement.





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SECTION
8.         Miscellaneous.


 


8.1           Integration/Conflicts. This Agreement, the First Lien Documents and the Second Lien Documents represent the entire agreement
of the Grantors, the First Lien Secured Parties and the Second Lien Secured Parties with respect to the subject matter hereof
and thereof, and supercede any and all previous agreements and understandings, oral or written, relating to the subject matter
hereof and thereof. There are no promises, undertakings, representations or warranties by the First Lien Secured Parties or the
Second Lien Secured Parties relative to the subject matter hereof and thereof not expressly set forth or referred to herein or
therein. In the event of any conflict between the provisions of this Agreement and the provisions of the First Lien Documents
or the Second Lien Documents, the provisions of this Agreement shall govern and control.


 


8.2           Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and
delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue,
at any time and without notice to the Second Lien Representative or any other Second Lien Secured Party, to extend credit and
other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations
in reliance hereon. The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien
Secured Parties represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of
the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any
Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace any invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of
the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company
or such Grantor as debtor and debtor-in-possession and any receiver, trustee or similar person for the Company or any other Grantor
(as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and
effect:


 


(a)           with respect to any First Lien Representative and any First Lien Collateral Agent, the First Lien Secured Parties represented
by it and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Secured Parties are
any longer Secured by, or required to be secured by, any of the First Lien Collateral pursuant to the terms of the applicable
First Lien Documents, subject to the rights of the First Lien Secured Parties under Section 6.5; and


 


(b)           with respect to the Second Lien Representative and the Second Lien Collateral Agent, the Second Lien Secured Parties represented
by it and their Second Lien Obligations, on the date on which no Second Lien Obligations of such Second Lien Secured Parties are
any longer secured by, or required to be secured by, any of the Second Lien Collateral pursuant to the terms of the applicable
Second Lien Documents.





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provided,
however, that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior
to the date of such termination.


 


8.3          Amendments; Waivers.


 


(a)           No amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall
be in writing signed on behalf of each party hereto or its authorized agent and each waiver, if any, shall be a waiver only with
respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations
of the other parties to such party in any other respect or at any other time. Notwithstanding the foregoing, the Company and the
other Grantors shall not have any right to consent to or approve any amendment, modification or waiver of any provision of this
Agreement except to the extent their rights are directly and adversely affected.


 


(b)           Notwithstanding the foregoing, without the consent of any First Lien Secured Party or Second Lien Secured Party, any Representative
and Collateral Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 8.7
of this Agreement and upon such execution and delivery, such Representative and Collateral Agent and the First Lien Secured Parties
and First Lien Obligations or Additional First Lien Secured Parties or Additional First Lien Obligations of the Series for which
such Representative and Collateral Agent is acting shall be subject to the terms hereof.


 


(c)           Notwithstanding the foregoing, without the consent of any other Representative, Collateral Agent or First Lien Secured Party,
the First Lien Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any
incurrence of any First Lien Obligations or Additional First Lien Obligations in compliance with this Agreement.


 


8.4          Information Concerning Financial Condition of the Grantors and their Subsidiaries. The First Lien Representatives, the
First Lien Collateral Agents and the First Lien Secured Parties, and the Second Lien Secured Parties, shall each be responsible
for keeping themselves informed of (a) the financial condition of the Grantors and their Subsidiaries and all endorsers and/or
guarantors of the First Lien Obligations or the Second Lien Obligations and (b) all other circumstances bearing upon the risk
of nonpayment of the First Lien Obligations or the Second Lien Obligations. Except as set forth in Section 4.1(b), none of the
First Lien Representatives, the First Lien Collateral Agents, the other First Lien Secured Parties, the Second Lien Representative,
the Second Lien Collateral Agent or the other Second Lien Secured Parties shall have a duty to advise of information known to
it or them regarding such condition or any such circumstances or otherwise.


 


(a)           In the event the First Lien Representatives, the First Lien Collateral Agents or any of the other First Lien Secured Parties,
in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the Second Lien
Representative, the Second Lien Collateral Agent or any other Second Lien Secured Party, it or they shall be under no obligation:





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(1)              
to make, and the First Lien Representatives, the First Lien Collateral Agents and the other First Lien Secured Parties, shall
not make, and shall be deemed not to have made, any express or implied representation or warranty, including with respect to the
accuracy, completeness, truthfulness or validity of any such information so provided;


 


(2)              
to provide any additional information or to provide any such information on any subsequent occasion;


 


(3)              
to undertake any investigation; or


 


(4)              
to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential.


 


(b)          In the event the Second Lien Representatives, the Second Lien Collateral Agents or any of the other Second Lien Secured Parties,
in its or their sole discretion, undertakes at any time or from time to time to provide any such information to the First Lien
Representative, the First Lien Collateral Agent or any other First Lien Secured Party, it or they shall be under no obligation:


 


(1)              
to make, and the Second Lien Representatives, the Second Lien Collateral Agents and the other Second Lien Secured Parties, shall
not make, and shall be deemed not to have made, any express or implied representation or warranty, including with respect to the
accuracy, completeness, truthfulness or validity of any such information so provided;


 


(2)              
to provide any additional information or to provide any such information on any subsequent occasion;


 


(3)              
to undertake any investigation; or


 


(4)              
to disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain
confidential or is otherwise required to maintain confidential.


 


8.5          
Subrogation.


 


With
respect to the value of any payments or distributions in cash, property or other assets that any of the Second Lien Representative,
the Second Lien Collateral Agent or the other Second Lien Secured Parties pays over to any of the First Lien Representatives,
the First Lien Collateral Agents or the other First Lien Secured Parties under the terms of this Agreement, such Second Lien Secured
Parties, Second Lien Representative and Second Lien Collateral Agent shall be subrogated to the rights of such First Lien Representatives,
First Lien Collateral Agents and First Lien Secured Parties; provided that the Second Lien Representative and the Second Lien
Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented by it, hereby agrees not to assert or enforce
any such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First Lien Obligations
has occurred. The Company and the other Grantors each acknowledges and agrees that the value of any payments or distributions
in cash, property or other assets received by the Second Lien Representative, Second Lien Collateral Agent or other Second Lien
Secured Party that are paid over to any First Lien Representative, First Lien Collateral Agent or other First Lien Secured Party
pursuant to this Agreement shall not reduce any of the Second Lien Obligations.





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8.6         
Application of Payments.


 


All
payments received by any First Lien Representative, First Lien Collateral Agent or other First Lien Secured Party may be applied,
reversed and reapplied, in whole or in part, to such part of the First Lien Obligations provided for in the First Lien Documents.
The Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties represented
by it, agrees to any extension or postponement of the time of payment of the First Lien Obligations or any part thereof and to
any other indulgence with respect thereto, to any substitution, exchange or release of any security which may at any time secure
any part of the First Lien Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.


 


8.7         
Additional Debt Facilities.


 


(a)          
To the extent, but only to the extent, permitted by the provisions of the First Lien Documents and the Second Lien Documents,
the Company may (x) incur or issue and sell one or more series or classes of Indebtedness that the Company designates as Additional
First Lien Debt or (y) incur Indebtedness under any Replacement First Lien Credit Agreement that is secured on an equal and ratable
basis with the Liens securing the First Lien Obligations.


 


Any
Indebtedness and other First Lien Obligations under any Replacement First Lien Credit Agreement may be secured by Liens on an
equal and ratable basis, in each case under and pursuant to the First Lien Documents, if and subject to the condition that the
Replacement First Lien Representative and Replacement First Lien Collateral Agent, acting on behalf of the holders of such First
Lien Obligations, each becomes a party to this Agreement by satisfying the conditions set forth in clauses (1) through (3) of
paragraph (b) of this Section 8.7. Upon any Replacement First Lien Representative and Replacement First Lien Collateral Agent,
as the case may be, so becoming a party hereto, all First Lien Obligations under any Replacement First Lien Credit Agreement shall
also be entitled to be so secured by a senior Lien on the Collateral in accordance with the terms hereof and thereof.


 


Any
such series or class of Additional First Lien Debt may be secured by a first-priority, superior Lien on the Collateral, in each
case under and pursuant to the relevant First Lien Collateral Documents for such Series of Additional First Lien Debt, if and
subject to the condition, unless such Indebtedness is part of an existing Series of Additional First Lien Debt represented by
a First Lien Representative and First Lien Collateral Agent already party to this Agreement and the First Lien Pari Passu Intercreditor
Agreement, the Additional First Lien Representative and Additional First Lien Collateral Agent of any such Additional First Lien
Debt each becomes a party to this Agreement and the First Lien Pari Passu Intercreditor Agreement by satisfying the conditions
set forth in clauses (1) through (3) of paragraph (b) of this Section 8.7. Upon any Additional First Lien Representative so becoming
a party hereto and becoming a party to the First Lien Pari Passu Intercreditor Agreement in accordance with the terms thereof,
all Additional First Lien Obligations of such Series shall also be entitled to be so secured by a superior Lien on the Collateral
in accordance with the terms hereof and thereof.





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(b)          
In order for an Additional First Lien Representative and an Additional First Lien Collateral Agent, or, in the case of a Replacement
First Lien Credit Agreement, in order for the Replacement First Lien Representative and the Replacement First Lien Collateral
Agent in respect thereof, to become a party to this Agreement:


 


(1)              
such Additional First Lien Representative and such Additional First Lien Collateral Agent or such Replacement First Lien Representative
and such Replacement First Lien Collateral Agent shall have executed and delivered to each other then-existing Representative
a Joinder Agreement substantially in the form of Exhibit I hereto (if such Representative is an Additional First Lien Representative
and such Collateral Agent is an Additional First Lien Collateral Agent) or Exhibit II hereto (in the case of a Replacement First
Lien Credit Agreement) (with such changes as may be reasonably approved by the First Lien Representative and such Representative
and such Collateral Agent) pursuant to which such (x) such Additional First Lien Representative becomes a Representative hereunder,
such Additional First Lien Collateral Agent becomes a Collateral Agent hereunder and the related First Lien Secured Parties become
subject hereto and bound hereby or (y) Replacement First Lien Representative becomes the First Lien Representative hereunder,
such Replacement First Lien Credit Agreement becomes the First Lien Credit Agreement hereunder and such First Lien Obligations
and holders of such First Lien Obligations become subject hereto and bound hereby;


 


(2)              
the Company shall have delivered a Designation to each other then-existing Collateral Agent substantially in the form of Exhibit
III hereto, pursuant to which a Responsible Officer of the Company shall (A) identify the Indebtedness to be designated as Additional
First Lien Obligations or First Lien Obligations, as applicable, and the initial aggregate principal amount of such Indebtedness,
(B) specify the name and address of the applicable Additional First Lien Representative and Additional First Lien Collateral Agent
or the Replacement First Lien Representative and Replacement First Lien Collateral Agent, (C) certify that such Additional First
Lien Debt or First Lien Obligations are permitted to be incurred, secured and guaranteed by each First Lien Document and Second
Lien Document and that the conditions set forth in this Section 8.7 are satisfied with respect to such Additional First Lien Debt
or First Lien Obligations, as applicable, and (D) in the case of a Replacement First Lien Credit Agreement, expressly state that
such agreement giving rise to the new Indebtedness satisfies the requirements of a Replacement First Lien Credit Agreement and
is designated as a Replacement First Lien Credit Agreement; and


 


(3)              
the Company shall have delivered to each other Collateral Agent true and complete copies of each of the First Lien Documents relating
to such Additional First Lien Debt, or the Replacement First Lien Credit Agreement, as applicable, certified as being true and
correct by a Responsible Officer of the Company.


 


(c)         
The Additional First Lien Documents relating to such Additional First Lien Obligations shall provide that each of the applicable
Secured Parties with respect to such Additional First Lien Obligations will be subject to and bound by the provisions of this
Agreement in its capacity as a holder of such Additional First Lien Obligations.





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(d)         
Upon the execution and delivery of a Joinder Agreement by an Additional First Lien Representative and an Additional First Lien
Collateral Agent or the Replacement First Lien Representative and the Replacement First Lien Collateral Agent, in each case, in
accordance with this Section 8.7, each other Representative and Collateral Agent shall acknowledge receipt thereof by countersigning
a copy thereof and returning the same to such Additional First Lien Representative and such Additional First Lien Collateral Agent
or the Replacement First Lien Representative and the Replacement First Lien Collateral Agent, as the case may be; provided that
the failure of any Representative or Collateral Agent to so acknowledge or return the same shall not affect the status of such
Additional First Lien Obligations as Additional First Lien Obligations, or a Replacement First Lien Credit Agreement if the other
requirements of this Section 8.7 are complied with.


 


(e)           With respect to any incurrence, issuance or sale of Indebtedness after the date hereof under the Additional First Lien Documents
of a Series of Additional First Lien Debt whose Representative and Collateral Agent is already each a party to this Agreement
or First Lien Pari Passu Intercreditor Agreement, as applicable, the requirements of Section 8.7(b) shall not be applicable and
such Indebtedness shall automatically constitute Additional First Lien Debt so long as (i) such Indebtedness is permitted to be
incurred, Secured and guaranteed by each First Lien Document and Second Lien Document and (ii) the provisions of paragraph (c)
above have been complied with; provided, further, however that with respect to any such Indebtedness incurred, issued
or sold pursuant to the terms of any Additional First Lien Documents of such existing Series of Additional First Lien Debt as
such terms existed on the date the Representative and Collateral Agent for such Series of Additional First Lien Debt executed
the Joinder Agreement, the requirements of clause (i) of this paragraph (e) shall be tested only as of (x) the date of execution
of such Joinder Agreement, if pursuant to a commitment entered into at the time of such Joinder Agreement and (y) with respect
to any later commitment or amendment to those terms to permit such Indebtedness, as of the date of such commitment and/or amendment.


 


8.8          Submission to Jurisdiction; Certain Waivers. Each of the Company, each other Grantor, and each Representative and each
Collateral Agent, on behalf of itself and the applicable Secured Parties for whom it is acting, hereby irrevocably and unconditionally:


 


(a)          submits for itself and its property in any legal action or proceeding relating to this Agreement and the Collateral Documents
(whether arising in contract, tort or otherwise) to which it is a party, or for recognition and enforcement of any judgment in
respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan,
the courts of the United States for the Southern District of New York sitting in the Borough of Manhattan, and appellate courts
from any thereof;


 


(b)          agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York state court
or, to the fullest extent permitted by applicable law, in such federal court;


 


(c)          agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law and that nothing in this Agreement or any other First Lien Document
shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement
or any other First Lien Document or Second Lien Document against such Grantor or any of its assets in the courts of any jurisdiction;





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(d)          waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue
of any action or proceeding arising out of or relating to this Agreement or any other Collateral Document in any court referred
to in paragraph (a) of this Section 8.8 (and irrevocably waives to the fullest extent permitted by applicable law the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court);


 


(e)          consents to service of process in any such proceeding in any such court by registered or certified mail, return receipt requested,
to the applicable party at its address provided in accordance with Section 8.10 (and agrees that nothing in this Agreement will
affect the right of any party hereto to serve process in any other manner permitted by applicable law); provided, however, that
this Section 8.8(e) shall not apply to the Second Lien Representative or the Second Lien Collateral Agent;


 


(f)           agrees that service as provided in paragraph (e) above is sufficient to confer personal jurisdiction over the applicable party
in any such proceeding in any such court, and otherwise constitutes effective and binding service in every respect; provided,
however, that this Section 8.8(f) shall not apply to the Second Lien Representative or the Second Lien Collateral Agent
and


 


(g)          waives, to the maximum extent not prohibited by law, any right it may have to claim or recover any special, exemplary, punitive
or consequential damages.


 


8.9          WAIVER OF JURY TRIAL. EACH PARTY HERETO AND THE COMPANY AND THE OTHER GRANTORS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FIRST LIEN DOCUMENT OR SECOND LIEN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, BREACH OF DUTY, COMMON LAW, STATUTE OR ANY OTHER THEORY). EACH PARTY HERETO
AND THE COMPANY AND THE OTHER GRANTORS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER FIRST LIEN
DOCUMENTS AND SECOND LIEN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. EACH PARTY
HERETO AND THE COMPANY AND THE OTHER GRANTORS FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES IT JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.





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8.10         
Notices. All notices to the Second Lien Secured Parties and the First Lien Secured Parties permitted or required under
this Agreement shall be sent to the Second Lien Representative and the applicable First Lien Representative, respectively. Unless
otherwise specifically provided herein, any notice hereunder shall be in writing and may be personally served or sent by facsimile
or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier service
and signed for against receipt thereof, upon receipt of facsimile, or three Business Days after depositing it in the United States
mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be as set
forth below each party’s name on the signature pages hereto or in the Joinder Agreement pursuant to which it becomes a party
hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other
parties.


 


8.11         
Further Assurances. Each First Lien Representative and each First Lien Collateral Agent, on behalf of itself and the First
Lien Secured Parties represented by it, the Second Lien Representative and the Second Lien Collateral Agent, on behalf of itself
and the Second Lien Secured Parties represented by it, and the Company and each other Grantor, agree that each of them shall take
such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested)
as any First Lien Representative and First Lien Collateral Agent or the Second Lien Representative and Second Lien Collateral
Agent may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.


 


8.12         
Agency Capacities. Except as expressly provided herein, PNC is acting in the capacity of First Lien Representative solely
for the First Lien Secured Parties. Except as expressly provided herein, each other Representative and Collateral Agent is acting
in the capacity of Representative and Collateral Agent, respectively, solely for the Secured Parties under the First Lien Documents
or Second Lien Documents for which it is the named Representative or Collateral Agent, as the case may be, in the applicable Joinder
Agreement. UMB Bank, National Association (“UMB”), is entering into this Agreement not in its individual or
corporate capacity but solely in its capacity as trustee and collateral agent under the Indenture. All the rights, powers, protections,
immunities and indemnities afforded to the trustee and collateral agent, respectively, under the Indenture shall be applicable
to UMB as the Second Lien Representative and the Second Lien Collateral Agent, respectively, hereunder. Neither the Second Lien
Representative nor the Second Lien Collateral Agent shall have any obligation to expend or risk its own funds or otherwise incur
any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights
or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not assured to it. Notwithstanding anything in this Agreement to the contrary, and for the avoidance
of doubt, the obligations of the Second Lien Representative or Second Lien Collateral Agent to indemnify, compensate or reimburse
any other party, including the First Lien Representative, under the terms of this Agreement, shall be (i) an obligation of the
Second Lien Representative or Second Lien Collateral Agent solely in their capacity as trustee or collateral agent, respectively,
under the Second Lien Documents; and (ii) limited solely to the funds available to it under the Second Lien Documents at any point
in time. The obligation of the Second Lien Representative or Second Lien Collateral Agent to indemnify, or reimburse or pay any
amounts, under the terms of this Agreement shall not be an obligation of UMB, in its individual or corporate capacity. Notwithstanding
anything in this Agreement to the contrary, in no event shall the Second Lien Representative or the Second Lien Collateral Agent
be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not
limited to lost profits), even if the Second Lien Representative or the Second Lien Collateral Agent have been advised of the
likelihood of such loss or damage and regardless of the form of action. Neither the Second Lien Representative nor the Second
Lien Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except as directed
in writing by the Required Holders; provided, the Second Lien Representative and the Second Lien Collateral Agent shall each be
entitled to refrain from any act or the taking of any action hereunder or from the exercise of any power or authority vested in
it hereunder unless and until the Second Lien Representative or the Second Lien Collateral Agent, as applicable, shall have received
instructions from the Required Holders, and if the Second Lien Representative or the Second Lien Collateral Agent deems necessary,
satisfactory indemnity, and shall not be liable for any such delay in acting. Neither the Second Lien Representative nor the Second
Lien Collateral Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose the
Second Lien Representative or the Second Lien Collateral Agent to liability or that is contrary to any Collateral Documents or
applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy
or insolvency law. For purposes of clarity, phrases such as “satisfactory to”, “approved by”, “acceptable
to”, “as determined by”, “in the discretion of”, “selected by”, “requested by”
the Second Lien Representative or the Second Lien Collateral Agent and phrases of similar import authorize and permit the Second
Lien Representative or the Second Lien Collateral Agent to approve, disapprove, determine, act or decline to act in its discretion.





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8.13         
GOVERNING LAW. THIS AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER
ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER
THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF
THE SECURITY INTERESTS).


 


8.14         
Binding on Successors and Assigns. This Agreement shall be binding upon the First Lien Representatives, the First Lien
Secured Parties, the other First Lien Secured Parties, the Second Lien Representative, the Second Lien Secured Parties, the other
Second Lien Secured Parties, the Company and the other Grantors, and their respective successors and assigns. If any of the First
Lien Representatives, the First Lien Collateral Agents, the Second Lien Representative or the Second Lien Collateral Agent resigns
or is replaced pursuant to the First Lien Documents or the Second Lien Documents, as applicable, its successor shall be deemed
to be a party to this Agreement and shall have all the rights of, and be subject to all the obligations of, this Agreement. No
provision of this Agreement will inure to the benefit of a trustee, debtor-in-possession, creditor trust or other representative
of an estate or creditor of any Grantor, including where any such trustee, debtor-in-possession, creditor trust or other representative
of an estate is the beneficiary of a Lien securing Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation
Proceeding.





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8.15         
Section Headings. Section headings and the Table of Contents used in this Agreement are for convenience of reference only
and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.


 


8.16         
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other
electronic transmission (e.g. “pdf” or “tif” format) shall be effective as delivery of a
manually executed counterpart hereof.


 


8.17         
Authorization. By its signature, each Person executing this Agreement, on behalf of such party or Grantor but not in his
or her personal capacity as a signatory, represents and warrants to the other parties hereto that it is duly authorized to execute
this Agreement.


 


8.18         
No Third Party Beneficiaries/ Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof
shall inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit
of each of the First Lien Secured Parties and the Second Lien Secured Parties. The provisions of this Agreement are and are intended
solely for the purpose of defining the relative rights of the First Lien Representatives, the First Lien Collateral Agents and
the other First Lien Secured Parties, on one hand, and the Second Lien Representative, the Second Lien Collateral Agent and the
other Second Lien Secured Parties, on the other hand. Nothing herein shall be construed to limit the relative rights and obligations
as among the First Lien Secured Parties, as among the Second Lien Secured Parties, and as among the First Lien Secured Parties,
such rights and obligations are governed by, and any provisions herein regarding them are therefore subject to, the provisions
of the First Lien Pari Passu Intercreditor Agreement. Other than as set forth in Section 8 3, none of the Company, any other Grantor
or any other creditor thereof shall have any rights hereunder and neither the Company nor any Grantor may rely on the terms hereof.
Nothing in this Agreement is intended to or shall impair the obligations of the Company or any other Grantor, which are absolute
and unconditional, to pay the First Lien Obligations and the Second Lien Obligations as and when the same shall become due and
payable in accordance with their terms.


 


8.19         
No Indirect Actions. Unless otherwise expressly stated, if a party may not take an action under this Agreement, then it
may not take that action indirectly, or support any other Person in taking that action directly or indirectly. “Taking an
action indirectly” means taking an action that is not expressly prohibited for the party but is intended to have substantially
the same effects as the prohibited action.


 


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


 





	 	PNC BANK, NATIONAL ASSOCIATION, as First Lien Representative and First Lien Collateral Agent
	 	 
	 	By:	/s/ Brad Miller
	 	 	Name:
    Brad Miller
	 	 	Title: Vice
    President
	 	 
	 	PNC Bank, National Association
	 	PNC Agency Services
	 	PNC Firstside Center
	 	500 First Avenue, 4th Floor
	 	Pittsburgh, Pennsylvania 15219
	 	Attention Trina Barkley
	 	Facsimile No.: (412) 705-2006
	 	 
	 	cc:
	 	 
	 	PNC Bank, National Association
	 	2100 Ross Avenue, Suite 1850
	 	Dallas, Texas 75201
	 	Attention: Kayla Vaughan
	 	Phone No.: (214) 871-1237
	 	Facsimile No.: (214) 871-2015








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	 	UMB BANK, NATIONAL ASSOCIATION, as Second Lien Representative
	 	 
	 	By:	/s/ Jacob H. Smith IV
	 	 	Name:
    Jacob H. Smith IV
	 	 	Title: Vice
    President
	 	 	 
	 	UMB
Bank, National Association,


120 S. 6th Street, Suite 1400,


Minneapolis, MN 55402


Facsimile
No.: 612-337-7039


Attention:
Jay Smith








 





	 	UMB
    BANK, NATIONAL ASSOCIATION, as Second
    Lien Collateral Agent
	 	 
	 	By:	/s/ Jacob H. Smith IV
	 	 	Name: Jacob H. Smith IV
	 	 	Title:
    Vice President
	 	 	 
	 	UMB
Bank, National Association,


120 S. 6th Street, Suite 1400,


Minneapolis, MN 55402


Facsimile
No.: 612-337-7039


Attention: Jay Smith









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Acknowledged
and Agreed to by Grantors:


 


ION
GEOPHYSICAL CORPORATION


 





	By:	/s/ Michael Morrison	 
	 	Name: 	Michael Morrison	 
	 	Title:	Executive Vice President and Chief Financial Officer	 







 


2105
CityWest Blvd., Suite 100





Houston,
Texas 77042-2839





Attention:
Chief Financial Officer





Phone:
(281) 781-1046 Fax: (281) 879-3674


 


GX
TECHNOLOGY CORPORATION


 





	By:	/s/ Michael Morrison	 
	 	Name: 	Michael Morrison	 
	 	Title:	Executive Vice President and Chief Financial Officer	 


 


2105
CityWest Blvd., Suite 100





Houston,
Texas 77042-2839





Attention:
Chief Financial Officer





Phone:
(281) 781-1046 Fax: (281) 879-3674


 


ION
EXPLORATION PRODUCTS (U.S.A.), INC.


 





	By:	/s/ Michael Morrison	 
	 	Name: 	Michael Morrison	 
	 	Title:	Vice President	 


 


2105
CityWest Blvd., Suite 100





Houston,
Texas 77042-2839





Attention:
Vice President





Phone:
(281) 781-1046





Fax:
(281) 879-3674





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I/O
MARINE SYSTEMS, INC.


 





	By:	/s/ Michael Morrison	 
	 	Name: 	Michael Morrison	 
	 	Title:	Vice President	 


 


5200
Toler Street





Harahan,
Louisiana 70123





Attention:
Vice President





Phone:
(281) 781-1046 Fax: (281) 879-3674 f


 


GX
GEOSCIENCE CORPORATION, S. DE R.L. DE C.V.


 





	By:	/s/ Michael Morrison	 
	 	Name: 	Michael Morrison	 
	 	Title:	Vice President	 


 


2105
CityWest Blvd., Suite 100





Houston,
Texas 77042-2839





Attention:
Vice President





Phone:
(281) 781-1046





Fax:
(281) 879-3674





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